Common use of Liens and Encumbrances Clause in Contracts

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(18.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit Lender or any of the Lendersits affiliates; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (76) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) 7) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or 8) Leases, subleases, licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (109) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (1110) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (1211) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not business that at any time shall not exceed 5% of consolidated Tangible Net Worth$2,000,000, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation;to (1312) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (1413) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and nono such Lien shall extend to property and assets of the Borrower or any Subsidiary not encumbered prior to any such refinancing. (b) In case any property is subjected to a Lien in violation of Section 7.2(a8.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a8.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b8.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct favor of the business of Bank created by or otherwise existing under or in connection with this Agreement and the Borrower and its Subsidiaries taken as a wholeother Credit Documents; (2ii) Liens imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums not yet due and payable; (Aiii) Liens incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and insurance or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal leases and performance bonds and contracts (other similar obligations, in each case not incurred in connection with the borrowing of than for borrowed money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred entered into in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertybusiness, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not provided that all such liens in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct have no reasonable likelihood of the business of the Borrower and its Subsidiaries taken as causing a wholeMaterial Adverse Effect; (4iv) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens current taxes, assessments or attachments other governmental charges that shall are not have been in existence for a period longer than 30 days after the creation thereof, delinquent or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay remain payable without any penalty or if such an attachment is that are being actively contested in good faith and with due diligence by appropriate proceedings, provided that all such liens in the aggregate have no reasonable likelihood of causing a Material Adverse Effect and, if requested by the Bank, the Borrower or such Subsidiary has established reserves satisfactory to the Bank with respect thereto; (v) Liens of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as set forth in Sections 8.1(k) or (1) hereof; (vi) Liens with respect to any Realty occupied by the Borrower or any of its Subsidiaries, (a) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for a period longer than 30 its intended purposes or the value thereof, and (b) any other Lien or exception to coverage described in mortgagee policies of title insurance issued in favor of and accepted by the Bank; (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the creation thereof; acquisition (7or completion of construction or improvement) Liens existing as by the Borrower or such Subsidiary, (y) the amount of the Closing Date and disclosed on Indebtedness secured by such Lien shall not exceed the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited cost to the equipment subject to Borrower or such leases Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the proceeds thereof; same financing source, and (9z) Leases or subleases with third parties or licenses and sublicenses granted to third parties any such Lien shall not interfering in encumber any material respect with the business other property of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof its Subsidiaries except assets then being financed solely by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its businesssame financing source; and (14viii) Liens securing the Terminating Indebtedness as set forth on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, Schedule 7.3(viii); provided that the amount such Liens shall be released and any related filings terminated of Indebtedness secured by any such Lien shall not be increased record as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of required under Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b3.1(j). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;the (3) Liens not otherwise described in Section 7.2(a)(17.2(a)(l) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit Lender or any of the Lendersits affiliates; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (76) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) 7) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) 8) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (109) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (1110) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (1211) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not business that at any time shall not exceed 5% of consolidated Tangible Net Worth$2,000,000, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (1312) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (1413) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and nono such Lien shall extend to property and assets of the Borrower or any Subsidiary not encumbered prior to any such refinancing. (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes Note will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes Note shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the NotesNote. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).;

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens in favor of the Collateral Agent or the Purchasers created by or otherwise existing under or in connection with the Credit Documents; (ii) Liens in existence as of the date hereof and set forth on Schedule 6.3; (iii) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penaltyIndebtedness permitted under Section 6.2(iii); provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent provided that (A) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Consolidated Entities of acquiring, constructing, installing and/or improving the property and any other assets then being financed solely by the same financing sources and (B) any such Lien shall not encumber any other property of any Consolidated Entity except assets then being financed solely by the same financing sources; (iv) Liens securing Indebtedness permitted under Section 6.2(iv); provided that (A) any such Lien shall attach only to the accounts receivables and inventory of the Credit Parties (and the products and proceeds thereof), and (B) the Collateral Agent shall have a second-priority lien on all claims such accounts receivables and inventory (and the products and proceeds thereof); (v) Liens and other credit support provided in respect of Indebtedness permitted under Section 6.2(v); provided, that any such Lien shall attach only to cash and Cash Equivalents; (vi) Liens securing Indebtedness permitted under Section 6.2(ix); provided that any such Lien shall attach only to the cash and Cash Equivalents of the Consolidated Entities pledged to secure such Indebtedness; (vii) Liens secure are being actively contested in good faith and by appropriate proceedingssecuring Indebtedness permitted under Section 6.2(x), provided (A) any such Lien shall have attached prior to or substantially concurrently with the related Permitted Acquisition, (B) adequate book reserves have been established with respect thereto such Liens shall attach only to the extent required by generally accepted accounting principlesassets of the Future Acquisition Subsidiary incurring such Indebtedness, and (C) the Collateral Agent shall have a second lien on all such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeassets securing such Indebtedness; (2viii) Liens arising under the [***]; (ix) Liens imposed by mandatory provisions of law of landlords, carriers, warehousemen, bailees, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums that are (A) not yet more than 30 days past due or (B) being contested in good faith by appropriate proceedings; (x) Liens (other than those imposed by ERISA) incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance or other forms of governmental insurance or benefits, insurance, social security and other like lawssurety bonds, or (B) other obligations of a like nature or to secure the performance of letters of credit, banker’s acceptances, bids, tenders, sales contracts, leases, statutory obligations, suretyleases and contracts (other than for borrowed money) entered into in the ordinary course of business; (xi) Liens for current taxes, appeal assessments or other governmental charges that are not delinquent or remain payable without any penalty or that are being contested in good faith and performance bonds with due diligence by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (xii) Liens of judgments, execution, attachment or similar process that do not constitute an Event of Default under Section 7.1(i); (xiii) (A) customary banker’s liens and rights of setoff, revocation, refund or chargeback under deposit agreements with financial institutions where any Credit Party maintains deposits or investments` in the ordinary course of business, and (B) customary Liens incurred to secure ACH Indebtedness, business credit card programs, and netting services, overdrafts and related liabilities arising from treasury, depositary and cash management services; (xiv) Liens arising under Article 4 of the UCC on items in collection and documents and proceeds related thereto; (xv) with respect to any real property occupied by any Credit Party, (i) all survey exceptions, easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof and (ii) any other Lien or exception to coverage described in mortgagee policies of title insurance issued in favor of, and accepted by, the Collateral Agent; (xvi) Liens on property (including Capital Stock) existing at the time of acquisition of the property by a Consolidated Entity; provided, that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition; (xvii) Liens on insurance policies, premiums and proceeds thereof, or other deposits, to secure insurance premium financings with respect to unearned premiums and other similar obligationsliabilities to insurance carriers; (xviii) Liens on cash, in each case not incurred Cash Equivalents or other property arising in connection with the borrowing defeasance, discharge or redemption of money, the obtaining of advances or the payment of the deferred purchase price of propertyIndebtedness not otherwise prohibited by Section 6.5(b); (3xix) Liens not otherwise described on specific items of inventory or other goods (and the proceeds thereof) of the Consolidated Entities securing such Person’s obligations in Section 7.2(a)(1respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (xx) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (2xxi) that are incurred 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 in the ordinary course of business; (xxii) Liens in the nature of the right of setoff in favor of customers, suppliers and service providers to contractual agreements with the Consolidated Entities in the ordinary course of business; (xxiii) Liens on processing or manufacturing equipment or inventory of the Consolidated Entities granted in the ordinary course of business and are incidental to the conduct Consolidated Entities’ supplier at which such equipment or inventory is located; (xxiv) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of its business any joint venture, minority investment or ownership similar arrangement otherwise permitted hereunder pursuant to any joint venture, shareholders, investor rights or similar agreement; (xxv) Liens (i) consisting of its property, were not incurred deposits or advances made by any Consolidated Entity in connection with any letter of intent or purchase agreement in respect of any Permitted Acquisition or Investment permitted under this Agreement or (ii) consisting of an option or agreement to dispose of any property permitted to be sold pursuant to this Agreement; (xxvi) leases, subleases, licenses or sublicenses granted to third parties (a) entered into in the borrowing ordinary course of money, the obtaining of advances or the payment of the deferred purchase price of property and business which do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeConsolidated Entities, or (b) that are not otherwise prohibited by this Agreement; (4xxvii) Liens ground leases in favor respect of real property on which facilities owned or leased by any of the Agent for Consolidated Entities are located and other Liens affecting the benefit interest of the Lendersany landlord (and any underlying landlord) of any real property leased by any Consolidated Entity; (5xxviii) Liens permitted any interest or title of a lessor or licensor under Existing Loan Agreements; any lease, sublease, license or sublicense entered into by any Consolidated Entity (6A) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; date hereof (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and but not created in contemplation hereof), (B) entered into in the ordinary course of such eventits business or (C) entered into in connection with a Permitted Acquisition; (11xxix) Any Lien existing Liens on deposits or other amounts held in escrow to secure payments (contingent or otherwise) payable by any asset prior Consolidated Entity with respect to the acquisition thereof by the Borrower settlement, satisfaction, compromise or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its businessresolution or judgments, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worthlitigation, provided that any such encumbrances shall not extend to property and assets of the Borrower arbitration or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its businessdisputes; and (14xxx) Liens on its property or assets created in connection with to secure Indebtedness permitted under Section 6.2(xviii) to the refinancing of extent applicable corporate law requires such Indebtedness secured by Permitted Liens on such propertyto be secured; provided, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result Liens are released within three Business Days of such refinancing and no (b) In case any property is subjected to a Lien in violation the consummation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)related short form merger. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. Create, incur, assume, or permit to exist any Lien on, or sell or transfer, either with or without recourse, any interest in, the Collateral other than the following: (a) Neither Liens in favor of the Borrower nor Administrative Agent, the Swingline Lender or the Lenders or any Subsidiary will (a) cause or permit or of their Affiliates; (b) agree Liens for Taxes not delinquent or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by in appropriate proceedings, (B) proceedings for which adequate book reserves have been established established, provided that no notice of lien has been filed or other action taken to perfect or foreclose on such Lien; (c) Liens in connection with workers' compensation, unemployment insurance, or social security obligations; (d) Mechanics', workmen's, materialmen's, landlords', carriers', or other like Liens arising in the ordinary and normal course of business with respect thereto to the extent required by generally accepted accounting principles, and obligations which are not due or which are being contested diligently in good faith with adequate reserves established; (Ce) such Liens do Purchase money security interests securing Indebtedness not to exceed $100,000 in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct for all of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens Borrowers outstanding at any time incurred or deposits made in purchasing fixed assets in the ordinary course of business (Awhich Indebtedness does not, when incurred, exceed the lesser of the purchase price or fair market value of the property being acquired) or in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) leasing fixed assets pursuant to secure the performance of letters of credit, bids, tenders, sales contracts, capital leases, statutory obligations, surety, appeal and performance bonds and provided that no such purchase money security interest shall cover property other similar obligations, in each case not incurred in connection than property acquired with the borrowing proceeds of money, such Indebtedness and provided further that the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Administrative Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation given prior written notice thereof; (7f) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect Buffalo Wild Wings or Bagger Dave’s under the respective Franchise Agreements with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Wortheach, provided that any all such encumbrances Liens shall not extend be subordinated to property the Lender and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions Swingline Lender on terms and other similar charges or Liens relating conditions satisfactory to real property and not interfering in a material way with the ordinary conduct of its businessAdministrative Agent; and (14g) Liens on its property or assets created specifically permitted in connection with the refinancing Sections 9.1(iii) and 10.6 of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)Agreement. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor will not, and will not permit any Subsidiary will (a) cause to, create, assume, incur or permit suffer to exist any lien or (b) agree encumbrance of any kind, upon all or consent to cause or permit in any portion of the future (upon the happening of a contingency or otherwise)Mortgaged Property, any of its real Lease, the Collateral or personal propertyany Franchise Agreement, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"):or of or upon the income or profits therefrom, except for: (1a) Liens securing the payment of for taxes, assessments or and other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable delinquent or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, (B) adequate book against which reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeset up; (2b) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and insurance or other like laws, similar laws or (B) to secure the performance of letters statutory obligations of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred a like nature (exclusive of obligations for the payment of money borrowed); (c) Liens imposed by law in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred transactions in the ordinary course of business business, such as liens of carriers, warehousemen, mechanics and are incidental to the conduct of its business materialmen for sums not yet due or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, for a period longer than 30 days after the creation thereofagainst which adequate reserves have been set up; (7d) Liens existing as in favor of the Closing Date and disclosed on the Disclosure Schedule heretoLender; (8) Liens provided for e) The Permitted Exceptions (as defined in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to SECTION 5.1 of the equipment subject to such leases and the proceeds thereofMortgage); (9f) Leases Purchase money liens securing Debt incurred to finance all or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business part of the Borrower or any Subsidiary purchase price of personal property, provided that the Borrowerliens attach only to such property; (10g) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easementseasements, rights of way, restrictions and other similar charges or Liens relating to real property encumbrances on Mortgaged Property, in each case incidental to, and not interfering in a material way with with, the ordinary conduct of the business of the Borrower and its businessSubsidiaries, PROVIDED, that such easements, rights of way, restrictions and other similar charges or encumbrances do not, in the aggregate, materially detract from the value of such property; and (14h) Liens on its property or assets created licenses of copyrights, patents and trademarks to franchisees in connection with the refinancing ordinary course of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)business. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. All of the Transferred Assets are free and clear of all title defects, liens, pledges, claims, security interests, restrictions, mortgages, tenancies and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments and other burdens, options or encumbrances of any kind (collectively, "Liens") except (a) Neither Liens disclosed in Section 4.10 of the Borrower nor any Subsidiary will (a) cause or permit or Disclosure Schedule, (b) agree or consent to cause or permit statutory Liens in the future (upon the happening respect of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies obligations not yet delinquent or the demands validity of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are is being actively contested in good faith and by appropriate proceedingsactions, (Bc) adequate book reserves Liens for taxes not yet delinquent or the validity of which is being contested in good faith by appropriate actions, (d) Liens reflected in the WF Financial Statements (which have not been established with respect thereto to the extent required by generally accepted accounting principles, discharged) and (Ce) such Liens do not which in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with impair the owning company's continued use of, property necessary or material to the conduct of the business of the Borrower by Xxxxx Fargo and its Subsidiaries in the normal conduct of their business of, the Transferred Assets, taken as a whole (the items referred to in (a) through (e) of this Section 4.10 being hereinafter referred to collectively as "Permitted Liens"). Except as set forth on Section 4.10 of the Disclosure Schedule, all of the material property, plant and equipment of Xxxxx Fargo and its Subsidiaries, taken as a whole; (4) Liens , used from time to time in favor the operation of its business is owned or leased by them, as the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been case may be, and is in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings satisfactory condition to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with conduct the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower Xxxxx Fargo and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased Subsidiaries as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)presently conducted. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause Create incur, assume or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), exist any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the LendersLender; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (76) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) 7) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) 8) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (109) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with (or acquired in accordance with Section 7.1(b) by) the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (1110) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (1211) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (1312) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (1413) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and nono such Lien shall extend to property and assets of the Borrower or any Subsidiary not encumbered prior to any such refinancing. (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes Note will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes Note shall have the benefit, to the full extent that the holders holder may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the NotesNote. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither None of the equity interests of the Borrower or any Subsidiary in any Subsidiary is subject to any Lien (including any Permitted Lien), and neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions). (d) Cause or permit or (ii) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its equity interests in any Subsidiary to be subject to any Lien (including any Permitted Lien).

Liens and Encumbrances. (a) Neither the Borrower Company nor any Subsidiary will (aA) cause or permit or (bB) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal propertyProperty, whether now owned or subsequently hereafter acquired, to be subject to any a Lien other than Liens described below (which may herein be referred to as "Permitted Liens"):except: (1i) the Lien of the Indenture and the Lien permitted upon compliance with the requirements of Section 7.11(b); (ii) Liens securing the payment of taxes, assessments or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords and other like Persons, provided the payment thereof is not at the time required by Section 7.1; (iii) Liens created by or resulting from any litigation or legal proceeding which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are is currently being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent if such reserve or other appropriate provision, if any, as shall be required by generally accepted accounting principles, and principles shall have been made therefor; (Civ) such Liens not arising in connection with Debt that do not in the aggregate materially interfere with impair the owning company's use of property necessary or material to the conduct value of the business Property of the Borrower and its Subsidiaries taken as Company or a whole; (2) Liens incurred or deposits made Subsidiary in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business business; (v) reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, leases and other similar title exceptions or ownership of its propertyencumbrances affecting real Property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and provided they do not in the aggregate materially detract from reduce the value of, of the Property or materially interfere with its use in the ordinary conduct of the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholebusiness; (4vi) the Liens (including Financing Leases) listed in favor Exhibit B to this Agreement securing obligations not in excess of the Agent for the benefit of the Lendersthose stated in Exhibit B; (5vii) Liens permitted (including Financing Leases) securing Purchase Money Mortgages, provided that (1) no such Lien shall extend to or cover any other Property of the Company or of such Subsidiary, as the case may be, other than improvements to the Property subject to such Lien and, in the case of any improvements to real Property, the Lien related to such improvements may extend to unimproved real Property upon which the construction will occur, (2) the aggregate principal amount of the Debt secured by all such Liens in respect of any such Property shall not exceed 75% of the cost (as determined by the Board of Directors of the Company) of such Property at the time of acquisition thereof, and (3) at the time of acquisition of any such Property or at the time of creation of any Lien within 90 days after the acquisition, completion of construction or commencement of full operation of any such Property and after giving effect thereto, the Company shall be entitled to incur at least $1 of additional Funded Debt under Existing Loan AgreementsSection 7.9; (6viii) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset case of any corporation which hereafter is merged or consolidated with or into the Company or becomes a Subsidiary, Liens in respect of its Property existing at the time such corporation is merged into or consolidated with or into the Borrower Company or becomes a Subsidiary Subsidiary, provided that (1) no such Lien shall extend to or cover any other Property of the Borrower and not created in contemplation Company or of such event;Subsidiary, as the case may be, other than improvements to the Property subject to such Lien, and (112) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary aggregate principal amount of the Borrower and not created in contemplation of Debt secured by all such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations such Property shall not at exceed 75% of the total cost to the Company of such Property; (ix) the extension, renewal or replacement of any time Lien in respect of Property of the Company or a Subsidiary permitted by the foregoing clauses (vi), (vii) or (viii) in respect of the same Property theretofore subject thereto or the extension, renewal or replacement (without increase of principal amount) of the Debt secured thereby, provided that (1) such Lien is the first and only extension, renewal or replacement of the existing Lien and (2) such Lien shall not extend to or cover any Property not subject to the existing Lien and improvements thereto; (x) Liens securing Debt of the Company and its Subsidiaries so long as (1) the aggregate principal amount of all such outstanding Debt does not exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances Consolidated Capitalization; and (2) after giving effect thereto the Company shall not extend be entitled to property and assets incur at least $1 of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its businessadditional Funded Debt under Section 7.9; and (14xi) Liens on its property or assets created in connection with the refinancing of Indebtedness secured securing Intercompany Debt permitted by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)7.12. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct favor of the business of Bank created by or otherwise existing under or in connection with this Agreement and the Borrower and its Subsidiaries taken as a wholeother Credit Documents; (2ii) Liens imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums not yet due and payable; (Aiii) Liens incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and insurance or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal leases and performance bonds and contracts (other similar obligations, in each case not incurred in connection with the borrowing of than for borrowed money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred entered into in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertybusiness, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not provided that all such liens in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct have no reasonable likelihood of the business of the Borrower and its Subsidiaries taken as causing a wholeMaterial Adverse Effect; (4iv) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens current taxes, assessments or attachments other governmental charges that shall are not have been in existence for a period longer than 30 days after the creation thereof, delinquent or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay remain payable without any penalty or if such an attachment is that are being actively contested in good faith and with due diligence by appropriate proceedings, provided that all such liens in the aggregate have no reasonable likelihood of causing a Material Adverse Effect and, if requested by the Bank, the Borrower or such Subsidiary has established reserves satisfactory to the Bank with respect thereto; (v) Liens of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as set forth in Sections 8.1(k) or (l) hereof; (vi) Liens with respect to any Realty occupied by the Borrower or any of its Subsidiaries, (a) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for a period longer than 30 its intended purposes or the value thereof, and (b) any other Lien or exception to coverage described in mortgagee policies of title insurance issued in favor of and accepted by the Bank; (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iv), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the creation thereof; acquisition (7or completion of construction or improvement) Liens existing as by the Borrower or such Subsidiary, (y) the amount of the Closing Date and disclosed on Indebtedness secured by such Lien shall not exceed the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited cost to the equipment subject to Borrower or such leases Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the proceeds thereof; same financing source, and (9z) Leases or subleases with third parties or licenses and sublicenses granted to third parties any such Lien shall not interfering in encumber any material respect with the business other property of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof its Subsidiaries except assets then being financed solely by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its businesssame financing source; and (14viii) Liens securing the Terminating Indebtedness as set forth on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, Schedule 7.3(viii); provided that the amount such Liens shall be released and any related filings terminated of Indebtedness secured by any such Lien shall not be increased record as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of required under Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b3.1(j). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither Except as provided in the Note Purchase Agreement and any note issued as permitted by Section 6.11(b)(iv), the Borrower shall not, nor any Subsidiary will (a) shall they cause or permit any of the Restricted Subsidiaries to: (i) execute a negative pledge agreement with any Person covering any of its Property, or (bii) create or cause or authorize or agree or consent to cause or permit permit, assume or suffer to exist or remain in the future effect (upon the happening of a contingency or otherwise), any of its real or personal propertyProperty, whether now owned or subsequently hereafter acquired, to be subject to a Lien or be subject to any Lien other than Liens described below claim except for the following (which may herein be referred to as "the “Permitted Liens"”): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords landlords, and other like Persons, which payments are or Liens evidencing consignment or bailment arrangements with the Borrower or any of the Restricted Subsidiaries as consignee or bailee, provided the payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 5.1; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's workers’ compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal laws and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances leases or the payment of the deferred purchase price of propertytrade contracts; (3) Liens Purchase money security interests (attaching solely to the fixed asset purchased and securing only the obligation incurred to finance such purchase) from the Borrower or any of the Restricted Subsidiaries to Persons providing financing for permitted Consolidated Capital Expenditures provided that each such financing obligation incurred by the Borrower shall not otherwise described in Section 7.2(a)(1exceed the lesser of (A) cost or (2B) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeappraised fair market value; (4) Existing Liens in favor of the Agent for the benefit of the Lendersdescribed on Schedule 4.4 hereto; (5) Liens permitted under Existing Loan Agreements(other than on Accounts and/or Inventory) deemed to be assumed or taken subject to by the Borrower or any of the Restricted Subsidiaries in connection with Permitted Acquisitions on Property of the acquired entity as of the date of the Permitted Acquisition; (6) Judgment liens or attachments that shall Liens which are not have been otherwise permitted pursuant to this Section, securing Indebtedness not exceeding $1,000,000 in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereofaggregate outstanding at any one time; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of Trademark license agreements under which the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time Restricted Subsidiaries, as licensee, is prohibited from granting a security interest in such corporation is merged into licenses or consolidated in inventory with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior licensed xxxx to the acquisition thereof be sold by the Borrower or any Subsidiary of the Borrower Restricted Subsidiaries provided, that at no time shall the value of all licensed inventory exceed the lesser of (i) twenty (20%) percent of the total value of the Borrower’s or any Restricted Subsidiary’s Inventory or (ii) $20,000,000 and, provided, further, that such restriction on the granting of a security interest contained in any such license shall only extend to cover the subject license agreement and not created the licensed inventory and that in contemplation no event shall such lien restriction apply to the proceeds of any licensed inventory generated from time to time, including, without limitation, any Accounts generated from the sale of such event;licensed inventory; and (12) 8) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of connection with Asset Sales permitted under Section 6.12(b)(v). (b) If the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Subsidiaries shall create or assume any Lien upon any of its Property or income or profits therefrom, other than Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on permitted under this Section 6.3, and without having such property, provided that the amount of Indebtedness secured provisions be deemed for any purpose to represent a consent by any Lender or Lenders to such Lien Lien, it shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision effective provisions whereby the Notes obligations will be secured by such Lien equally and ratably with any and all other obligations indebtedness secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)thereby. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) shall not, without obtaining prior written consent from Lender, cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property) the Collateral, whether now owned or subsequently hereafter acquired, to be subject to any Lien Lien, claim or encumbrance other than Liens described below (which may herein be referred to as "Permitted Liens"):those of Lender and the following: (1a) any Lien on any asset incurred or assumed for the purpose of financing all or part of the cost of acquiring such asset; (b) Liens securing the payment of taxes, assessments for taxes or other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that (x) not at the Liens secure are being actively contested in good faith time delinquent; and by appropriate proceedings, (y) payable without penalty; or (B) adequate book reserves the subject of a contest in good faith, provided that appropriate provisions shall have been established therefor, for periods after the Closing Date, in accordance with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeGAAP; (2c) Liens incurred or deposits made arising in the ordinary course of business (A1) in favor of carriers, warehousemen, mechanics, materialmen, landlords and other similar Liens imposed by law and (2) in connection with worker's ’s compensation, unemployment insurance, compensation and other types of social security and other like laws, or (B) to secure the performance of letters of creditin connection with surety bonds, bids, performance bonds, tenders, sales contracts, leases, statutory obligations, suretycustoms and appeal bonds, appeal government contracts, trade contracts, performance and performance return of money bonds and other similar obligationsobligations not involving obligations for the payment of borrowed money, provided that appropriate provisions shall have been established therefor, for periods after the Closing Date, in accordance with GAAP; (d) attachments and judgments and other similar Liens not constituting an Event of Default; (e) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens, in each case not incurred in connection with the borrowing of moneycase, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the ordinary conduct of Borrower’s business; (f) any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease agreement; (g) licenses, sublicenses, leases or subleases of real property or Intellectual Property granted by Borrower (as lessor or licensor) to third Persons in the ordinary course of business consistent with past practices; (h) banker’s Liens and rights of set-off of financial institutions arising in connection with items deposited in accounts maintained at such financial institution and subsequently unpaid and fees and expenses that are charged to Borrower by such financial institutions in the normal course of business of the Borrower or any Subsidiary maintenance and operation of the Borrowersuch accounts; (10i) Any Lien Liens on any asset of any corporation existing at insurance policies and the time such corporation is merged into or consolidated proceeds thereof incurred in connection with the Borrower or a Subsidiary financing of insurance premiums in the Borrower and not created in contemplation ordinary course of such eventbusiness; (11j) Any Lien Liens existing on any asset prior the date hereof and, subject to the acquisition thereof by the Borrower or any Subsidiary of the Borrower limitations set forth in subsection (l) below, renewals and not created in contemplation of such eventextensions thereof, which Liens are set forth on Schedule 5.06; (12k) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend granted to property and assets the (i) Omega Master Landlord under the terms of the Borrower or any Subsidiary not financed by such a purchase money obligation; Omega Master Lease and subject to the Omega Intercreditor Agreement and (13ii) Easements, rights CareTrust Master Landlord under the terms of way, restrictions the CareTrust Master Lease and other similar charges or Liens relating subject to real property and not interfering in a material way with the ordinary conduct of its businessCareTrust Intercreditor Agreement; and (14l) Liens on its property arising out of any permissible refinancing, extension, renewal or assets created in connection with the refinancing refunding of Indebtedness secured by Permitted Liens on such property, provided that the amount of any existing Indebtedness secured by any Lien permitted by any of the foregoing clauses provided that such Lien shall not at no time be increased extended to cover any assets or property other than such assets or property subject thereto on the Closing Date or the date such Lien was incurred, as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)applicable. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause shall not cause, permit, or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal propertyProperty, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"):a Lien, except: (1a) Liens securing the payment of taxes, assessments assessments, or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords landlords, and other like Persons, which payments are provided the payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 6.5; (2b) Liens incurred or deposits made in the ordinary course of business (Ai) in connection with worker's workers' compensation, unemployment insurance, social security security, and other like laws, laws or (Bii) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal appeal, and performance bonds bonds, and other similar obligations, in each case obligations not incurred in connection with the borrowing of money, or the obtaining of advances advances, or the payment of the deferred purchase price of propertyProperty; but only to the extent in each such case Borrower is in substantial compliance with the material obligations relating to the foregoing; (3c) attachments, judgments, and other similar Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred arising in connection with court proceedings, including, without limitation, adverse judgments on appeal provided the borrowing execution or other enforcement of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) such Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 is effectively stayed within 60 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after entry thereof and the expiration of such stay or if such an attachment is claims secured thereby are being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after or as long as adequate book reserves or other action required by GAAP have been established with respect thereto, or payment thereof is covered in full (subject to the creation customary deductible) by insurance; (d) Liens securing the Lender Notes and other obligations under the Subject Documents; (e) purchase money Liens on and transactions that would be characterized as capital leases by GAAP covering equipment and vehicles related to permitted Debt as described in Section 6.7 herein, not to exceed $200,000.00 in any calendar year; (f) other Liens that arise by operation of law; (g) with respect to any particular trade vendor of any Borrower, Liens on inventory supplied by that certain trade vendor securing amounts owed to that trade vendor that arise in the ordinary course of business; (h) encumbrances and restrictions on the use of real property which do not materially impair the use thereof; (7i) Liens existing as any interest or title of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for a lessor in equipment or Financing Leases (including financing statements and undertakings assets being leased to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).,

Liens and Encumbrances. Except as set forth in Sellers' ---------------------- Disclosure Letter, all of Sellers' properties and assets relating to the Stations, including leases, are free and clear of all liens, pledges, claims, security interests, mortgages, tenancies and other possessory interests, conditional sale or other title retention agreements (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwiseincluding Capital Leases), assessments, easements, rights-of-way, covenants, restrictions, rights of first refusal, defects in title, encroachments and other burdens, options or encumbrances of any of its real or personal propertykind (collectively, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): ) except (1i) statutory Liens securing payments not yet delinquent or the validity of which are being contested in good faith by appropriate actions, (ii) Liens securing the payment of for taxes, assessments or governmental charges or levies not yet delinquent or the demands validity of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are is being actively contested in good faith and by appropriate proceedingsaction, (Biii) adequate book reserves have been established with respect thereto to Liens securing indebtedness, all of which Liens will be discharged by Sellers at the extent required Closing upon repayment of all amounts due and owing, unless otherwise agreed by generally accepted accounting principlesBuyer, and (Civ) such Liens which individually do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with impair the owning company's present and continued use of, property necessary the properties or material to assets affected thereby, for the conduct operation of the business Stations, (v) the Real Estate Leases and Liens on Leased Real Estate and leases (other than Capital Leases) arising from the provisions of such leases, (vi) zoning ordinances, sanitary and building codes and all statutes, regulations or other administrative enactments of any governmental authority having jurisdiction over the Real Estate or any part thereof; (vii) all matters contained in or disclosed upon title policies and/or title commitments, property plans, maps or surveys of any portion of the Borrower Real Estate, whether prepared for Sellers or for any third party, and its Subsidiaries taken as a whole; (4) Liens in favor all matters disclosed on maps or surveys of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens Real Estate or attachments that shall not have been any part thereof received by Sellers, in existence for a period longer than 30 days after the creation thereofeither case, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date date upon which Sellers took title to, or was granted a leasehold interest in, the Real Estate affected thereby, provided, however, that any and disclosed on all public improvements or public works ----------------- of any kind already performed or to be performed which affect the Disclosure Schedule hereto; (8) Liens provided for in equipment Real Estate or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited any part thereof shall constitute a Permitted Lien hereunder without regard to the equipment subject date performed, implemented or enacted, (viii) all notations, notices of violations of applicable laws, ordinances, rules and regulations and other matters or restrictions of record or filed against the Real Estate or any portion thereof as of the date upon which Sellers took title to, or was granted a leasehold interest in, the Real Estate affected thereby (all of the foregoing matters referred to such leases and the proceeds thereof; in clauses (9i) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect through (viii), collectively with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien matters set forth on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, Schedule 1.1.8 and in any case the Notes shall have the benefitSellers' Disclosure Letter, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b"Permitted Liens"). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume, incur or suffer to exist any Subsidiary will (a) cause pledge, mortgage, assignment or permit other Lien or (b) agree encumbrance of any kind, of or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal propertyprop erty of any kind, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than or of or upon the income or profits therefrom except for: 7.1.1. Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of for taxes, assessments or and other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable delinquent or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, (B) adequate book against which required reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeset up; (2) 7.1.2. Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and insurance or other like laws, similar laws or (B) to secure the performance of letters statutory obligations of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred a like nature (exclusive of obligations for the payment of money borrowed); 7.1.3. Liens imposed by law in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred transactions in the ordinary course of business business, such as liens of carriers, warehousemen, mechanics and are incidental to the conduct of its business materialmen for sums not yet due or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, against which adequate reserves have been set up; 7.1.4. Landlords' liens under real estate leases to which Borrower is a party; 7.1.5. First priority purchase money mortgages, liens, or security interests (which term for a period longer than 30 days purposes of this subsection shall include conditional sale agreements or other title retention agreements and leases in the nature of title retention agreements) upon or in real property or Equipment acquired after the creation date hereof incurred solely to secure the financing, and any refinancings from time to time thereof, of any such real property or Equipment, or mortgages, liens or security interests existing in such property at the time of acquisition thereof, provided that no such mortgage, lien or security interest extends or shall extend to or cover any property of the Borrower, other than the real property or Equipment then being acquired and Lender hereby agrees to release or subordinate its Lien in any such real property or Equipment as requested by the purchase money lienholder thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) 7.1.6. Easements, rights of rights-of-way, restrictions and other similar charges or Liens relating to real property and encumbrances which, in the aggregate, do not interfering in a material way materially interfere with the ordinary conduct occupation, use, and enjoyment by Borrower of the property or assets encumbered thereby in the normal course of its businessbusiness or materially impair the value of the property subject thereto; 7.1.7. Liens that may arise in connection with Capitalized Leases permitted by Section 7.2, provided no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Lease; 7.1.8. Liens described on Schedule P-1 hereto; 7.1.9. Liens existing on the date hereof in the assets obtained by the Borrower from the Lender pursuant to the Purchase Agreement; and (14) 7.1.10. Liens on its property or assets created in connection with the refinancing of to secure Acquisition Related Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of permitted under Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b7.4(3). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. Borrower will not permit or suffer to exist or to be created any Lien upon the Collateral, except: (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or such Lien as may be granted to Lender; (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of for taxes, assessments assessments, or other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure which are being actively contested in good faith and by appropriate proceedingsaction promptly initiated and diligently conducted, (B) adequate book reserves if such reserve as shall be required by GAAP shall have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholemade therefor; (2c) Liens incurred or deposits made of lessors (subordinated), carriers, warehousemen, mechanics, laborers and materialmen arising by law in the ordinary course of business (A) for sums either not yet due or being contested in connection with worker's compensationgood faith by appropriate action promptly initiated and diligently conducted, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;if such reserve as shall be required by GAAP shall have been made therefor; and (3d) With respect to the Vessel, Liens in an aggregate amount not otherwise described in Section 7.2(a)(1to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) (i) for crew's wages (1) for thirty (30) days after the termination of a voyage, or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that which shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively then be contested in good faith and by appropriate proceedingsaction promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor, (ii) for a period longer than 30 general average (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor, (iii) for salvage, whether voluntary or contract, (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor, (iv) for the creation thereof; (7) Liens existing as wages of a stevedore when employed directly by Borrower, or the operator, master or agent of the Closing Date Vessel, (v) for repairs or with respect to any changes made in the Vessel (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to diligently conducted, if such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof reserve as shall be required by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations GAAP shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be have been made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such propertytherefor, and (vi) for necessaries (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in any case the Notes good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is been made pursuant to this Section 7.2(b)therefor. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and nono such Lien shall extend to property and assets of the Borrower or any Subsidiary not encumbered prior to any such refinancing. (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct favor of the business of Bank created by or otherwise existing under or in connection with this Agreement and the Borrower and its Subsidiaries taken as a wholeother Loan Documents; (2ii) Liens imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums not yet due and payable; (Aiii) Liens incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and insurance or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal leases and performance bonds and contracts (other similar obligations, in each case not incurred in connection with the borrowing of than for borrowed money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred entered into in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertybusiness, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not provided that all such liens in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct have no reasonable likelihood of the business of the Borrower and its Subsidiaries taken as causing a wholeMaterial Adverse Effect; (4iv) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens current taxes, assessments or attachments other governmental charges that shall are not have been in existence for a period longer than 30 days after the creation thereof, delinquent or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay remain payable without any penalty or if such an attachment is that are being actively contested in good faith and with due diligence by appropriate proceedings, for provided that all such liens in the aggregate have no reasonable likelihood of causing a period longer than 30 days after Material Adverse Effect and, if requested by the creation thereofBank, the Parent, the Borrower or such Subsidiary has established reserves satisfactory to the Bank with respect thereto; (7v) Liens existing of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as of the Closing Date and disclosed on the Disclosure Schedule heretoset forth in Sections 8.1(i) or (j) hereof; (8) vi) Liens provided for in equipment or Financing Leases (including financing statements and undertakings with respect to file financing statements) provided that they are limited to any Realty occupied by the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower Parent or any Subsidiary of the Borrower; its Subsidiaries, (10a) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easementsall easements, rights of way, restrictions reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof, and (b) any other similar charges Lien or Liens relating exception to real property coverage described in mortgagee policies of title insurance issued in favor of and not interfering in a material way with accepted by the ordinary conduct of its businessBank; and (14vii) Liens on its property or assets created in connection with the refinancing of securing Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of permitted under Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b7.2(v). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing in favor of the payment Bank created by or otherwise existing under or in connection with this Agreement and the other Credit Documents; (ii) Liens in existence on the Closing Date and set forth on Schedule 7.3, and any extensions, renewals or replacements thereof; provided that any such extension, renewal or replacement Lien shall be limited to all or a part of taxesthe property that secured the Lien so extended, assessments renewed or governmental charges replaced (plus any improvements on such property) and shall secure only those obligations that it secures on the date hereof (and any renewals, replacements, refinancings or levies or extensions of such obligations that do not increase the demands outstanding principal amount thereof); (iii) Liens imposed by law, such as Liens of supplierscarriers, warehousemen, mechanics, carriersmaterialmen and landlords, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business for sums not constituting borrowed money that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (Aif so required); (iv) Liens (other than any Lien imposed by ERISA, the creation or incurrence of which would result in an Event of Default under Section 8.1(n)) incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, old age benefits, social security and obligations or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contractsstatutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business; (v) Liens for taxes, assessments or other governmental charges or statutory obligations that are not delinquent or remain payable without any penalty or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (vi) Liens of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as set forth in Sections 8.1(k) or (l) hereof; (vii) Liens with respect to any Realty occupied by the Parent or any of its Subsidiaries, all easements, covenants, rights of way, reservations, licenses, encroachments, building codes, land use laws, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof; (viii) Liens securing the purchase money Indebtedness permitted under Section 7.2(iii); provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within 90 days after the acquisition (or completion of construction or improvement) or the refinancing thereof by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (ix) any interest or title of a lessor under any operating lease; (x) any Liens or title of a licensor or sublicensor with respect to any Intellectual Property leased by any Credit Party as licensee or sublicensee under any license or sublicense agreement entered into by any Credit Party in the ordinary course of business; (xi) non-exclusive licenses and sublicenses granted by the Credit Parties and leases and subleases (by the Credit Parties as lessor or sublessor) to third parties in the ordinary course of business not interfering with the business of the Credit Parties; (xii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to such assets on deposit in one or more accounts maintained by the Credit Parties, in each case arising in the ordinary course of business in favor of the depository institutions with which such accounts are maintained, securing amounts owing to such depository institutions with respect to such account arrangements; (xiii) Liens arising from precautionary UCC filings regarding “true” operating leases or the consignment of goods to the Credit Parties, in each case filed under an agreement that is otherwise permitted by this Agreement; and (xiv) pledges or deposits to secure the performance of bid, trade contracts and leases, statutory obligations, suretysurety bonds (other than bonds related to judgments or litigation), appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing obligations of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are like nature incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause shall not cause, permit, or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal propertyProperty, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"):a Lien, except: (1a) Liens securing the payment of taxes, assessments assessments, or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords landlords, and other like Persons, which payments are provided the payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 6.5; (2b) Liens incurred or deposits made in the ordinary course of business (Ai) in connection with worker's workers' compensation, unemployment insurance, social security security, and other like laws, laws or (Bii) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal appeal, and performance bonds bonds, and other similar obligations, in each case obligations not incurred in connection with the borrowing of money, or the obtaining of advances advances, or the payment of the deferred purchase price of propertyProperty; but only to the extent in each such case Borrower is in substantial compliance with the material obligations relating to the foregoing; (3c) attachments, judgments, and other similar Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred arising in connection with court proceedings, including, without limitation, adverse judgments on appeal provided the borrowing execution or other enforcement of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) such Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 is effectively stayed within 60 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after entry thereof and the expiration of such stay or if such an attachment is claims secured thereby are being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after or as long as adequate book reserves or other action required by GAAP have been established with respect thereto, or payment thereof is covered in full (subject to the creation customary deductible) by insurance; (d) Liens securing the Lender Note and other obligations under the Subject Documents; (e) purchase money Liens on equipment and vehicles related to permitted Debt as described in Section 6.7 herein, not to exceed $150,000 in any calendar year; (f) other Liens that arise by operation of law; (g) with respect to any particular trade vendor of any Borrower, Liens on inventory supplied by that certain trade vendor securing amounts owed to that trade vendor that arise in the ordinary course of business; (h) encumbrances and restrictions on the use of real property which do not materially impair the use thereof; (7i) Liens existing as any interest or title of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for a lessor in equipment or Financing Leases (including financing statements and undertakings assets being leased to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).,

Liens and Encumbrances. (a) Neither the Borrower nor Create, incur or suffer to exist, or permit any Subsidiary will (a) cause to create, incur or permit or (b) agree or consent suffer to cause or permit in the future (exist, any Lien upon the happening of a contingency or otherwise), any of its real Property, income or personal propertyprofits, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than except the following Liens described below (which may herein be referred to as the "Permitted Liens"): (1i) Liens at any time granted in favor of the Lender; (ii) Liens for taxes (excluding any Lien imposed pursuant to any of the provisions of ERISA) not yet due or being contested as permitted by Section 9.1(B), but only if such Lien does not have a Material Adverse Effect; (iii) Liens securing the payment of taxes, assessments claims or governmental charges or levies or the demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords and other like PersonsPersons for labor, which payments are material, supplies or rentals incurred in the ordinary course of the Borrower's business, but only if the payment thereof is not yet due at the time required and payable or (as to taxes) may be paid without interest or penalty; provided, that, only if such payments Liens are due and payable, such Liens shall be permitted hereunder only junior in priority to the extent that (A) all claims that Liens in favor of the Liens secure Lender, except where any such amounts are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholefaith; (2iv) Liens incurred or resulting from deposits made in the ordinary course of business (A) in connection with workerWorkmen's compensation, unemployment insurance, social security and other like laws. (v) attachment, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds judgment and other similar obligations, in each case not incurred non-tax liens (excluding Environmental Liens) arising in connection with court proceedings, but only if and for so long as the borrowing execution or other enforcement of moneysuch Liens is and continues to be effectively stayed and bonded on appeal in a manner satisfactory to Lender for the full amount thereof, and the obtaining of advances or the payment validity and amount of the deferred purchase price claims secured thereby are being actively contested in good faith and by appropriate lawful proceedings, such Liens do not, in the aggregate, materially detract from the value of propertythe Property of the Borrower or materially impair the use thereof in the operation of the Borrower's business and such Liens are and remain junior in priority to the Liens in favor of the Lender; (3vi) Liens not otherwise described reservations, exceptions, easements, rights of way, and other similar consensual encumbrances affecting real Property, provided that, in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertyLender's reasonable judgment, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and they do not in the aggregate materially detract from the value of, of said Properties or materially interfere with the owning company's their use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; the Borrower's business and, if said real Property constitutes Collateral, the Lender has consented thereto; (14vii) existing liens on, or Liens incurred to finance the acquisition or construction of, or for the purpose of refinancing the Borrower's physical plant or office buildings; (viii) Liens on its property securing Indebtedness of Subsidiary to the Borrower or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and noanother Subsidiary; (bix) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all such other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b).Liens as appear on Exhibit N as additional Permitted Liens; (cx) Neither such other Liens as the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions)Lender may hereafter approve in writing.

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume, incur or suffer to exist any Subsidiary will (a) cause pledge, mortgage, assignment or permit other lien or (b) agree encumbrance of any kind, or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal propertyproperty of any kind, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below or of or upon the income or profits therefrom except for (which may herein be referred to as "hereinafter, the “Permitted Liens"Encumbrances”): (1a) Liens securing the payment of for taxes, assessments or and other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable delinquent or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure which are being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, (B) adequate book against which required reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeset up; (2b) Liens incurred or deposits made in the ordinary course of business (A) in connection with workerworkmen's compensation, unemployment insurance, social security and insurance or other like laws, similar laws or (B) to secure the performance of letters statutory obligations of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred a like nature (exclusive of obligations for the payment of money borrowed); (c) Liens imposed by law in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred transactions in the ordinary course of business business, such as liens of carriers, warehousemen, mechanics and are incidental to the conduct of its business materialmen for sums not yet due or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedingsproceedings diligently conducted, for a period longer than 30 days after the creation thereofagainst which adequate reserves have been set up; (7d) Landlords' liens under authorized leases to which the Borrower is a party; and (e) Zoning restrictions, licenses and minor encumbrances and irregularities in title, all of which in the aggregate do not materially detract from the value of the property involved or materially impair their use in the operation of Borrower’s business; and (f) Purchase money security interests to secure obligations to lenders (or lessors under capital leases) incurred to purchase (or lease with an option to purchase) equipment necessary to operate the Borrower’s businesses; and (g) Liens existing as in favor of the Closing Date and Bank or as disclosed on the Disclosure Schedule hereto;Exhibit B; and (8) h) Liens provided for arising from judgments, decrees or attachments in equipment circumstances which do not constitute an Event of Default under Section 6.1(e) hereof; and (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or Financing Leases before the date they become due; and (including j) Liens arising from precautionary UCC financing statements and undertakings to file financing statements(or similar filings under other applicable law) provided that they are limited to the equipment subject to such regarding operating leases and the proceeds thereof;or consignment or bailee arrangements; and (9k) Leases Liens of financial institutions (solely in their capacity as such) on Borrower’s deposit or subleases with third parties investment accounts arising solely by virtue of any contractual provision relating to banker’s liens, rights of set off or similar rights; and licenses and sublicenses granted by Borrower and leases and subleases (by Borrower as lessor or sublessor) to third parties in the ordinary course of business not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14l) Liens on its property or assets created incurred in connection with the refinancing extension, refinancing, renewal or modification of the Indebtedness secured by Permitted Liens on such propertyof the type described in clauses (a) to (k) above; provided, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness secured being extended, renewed or refinanced (as may have been reduced by any such Lien shall payment thereon) does not be increased as a result of such refinancing and noincrease; and (bm) In case any property is subjected to a Lien Liens that secure obligations other than the indebtedness hereunder in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party aggregate amount not to cause or permit exceed $400,000.00 at any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions)time outstanding.

Liens and Encumbrances. (a) Neither Negative Pledge). ----------------------------------------- The Company will not, and will not permit any of the Borrower nor any Subsidiary will (a) Subsidiaries to, cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"):a lien or encumbrance except for: (1a) Liens liens securing the payment of taxes, assessments or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehouses, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if persons in connection with such payments are due and payable, such Liens shall be items permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 8.1 above; (2b) Liens liens incurred or deposits made in the ordinary course of business (A) 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 (Bii) to secure such lien or liens have been discharged in the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances full amount or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) execution or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration other enforcement of such stay lien or if such an attachment is liens are effectively stayed or bonded in full, and the claims secured thereby are being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7e) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its businessreservations, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worthexceptions, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easementsencroachments, easements, rights of way, restrictions covenants, conditions, restrictions, leases and other similar charges title exceptions or Liens relating to encumbrances affecting real property and property, provided they do not interfering materially interfere with its use in a material way with the ordinary conduct of the Company's or its Subsidiary's business; and; (14f) Liens inchoate liens arising under ERISA to secure the contingent liability of the Company or any of the Subsidiaries; (g) liens or encumbrances on its property first priority residential mortgage loans originated by the Company or assets created any Subsidiary in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and noMortgage Warehouse Financing permitted hereunder. (bh) the liens and encumbrances disclosed on Schedule 7.10 to this Agreement or in connection with any secured Indebtedness permitted by Section 8.5(b) below and operating lease rentals permitted by Section 8.7 below. In case any property is subjected to a Lien in violation of Section 7.2(a)addition, the Borrower Company will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such propertynot, and in will not permit any case of the Notes shall have the benefitSubsidiaries to, contractually agree with any other creditor to the full extent that the holders may be entitled thereto under applicable lawprovide such creditor a negative pledge, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant other covenant similar to this Section 7.2(b)8.4. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. All of the Transferred Assets are ---------------------- free and clear of all title defects, liens, pledges, claims, security interests, restrictions, mortgages, tenancies and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments and other burdens, options or encumbrances of any kind (collectively, "Liens") except (a) Neither Liens disclosed in Section 4.10 of the Borrower nor any Subsidiary will (a) cause or permit or ----- Disclosure Schedule, (b) agree or consent to cause or permit statutory Liens in the future (upon the happening respect of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies obligations not yet delinquent or the demands validity of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are is being actively contested in good faith and by appropriate proceedingsactions, (Bc) adequate book reserves Liens for taxes not yet delinquent or the validity of which is being contested in good faith by appropriate actions, (d) Liens reflected in the WF Financial Statements (which have not been established with respect thereto to the extent required by generally accepted accounting principles, discharged) and (Ce) such Liens do not which in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with impair the owning company's continued use of, property necessary or material to the conduct of the business of the Borrower by Xxxxx Fargo and its Subsidiaries in the normal conduct of their business of, the Transferred Assets, taken as a whole (the items referred to in (a) through (e) of this Section 4.10 being hereinafter referred to collectively as "Permitted Liens"). Except as set forth on Section 4.10 of the Disclosure --------------- Schedule, all of the material property, plant and equipment of Xxxxx Fargo and its Subsidiaries, taken as a whole; (4) Liens , used from time to time in favor the operation of its business is owned or leased by them, as the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been case may be, and is in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings satisfactory condition to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with conduct the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower Xxxxx Fargo and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased Subsidiaries as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)presently conducted. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary The Company will (a) not, and will not cause or permit any Restricted Subsidiary to, create or (b) cause or authorize or agree or consent to cause or permit permit, assume or suffer to exist or remain in the future effect (upon the happening of a contingency or otherwise), any of Lien or claim on its real or personal propertytheir Property, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for the following (which may herein be referred to as the "Permitted Liens"): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords landlords, and other like Persons, which payments are or Liens evidencing consignment or bailment arrangements with the Company or any Restricted Subsidiary as consignee or bailee, provided the payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 9.4; (2ii) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (A) in connection with worker's workers' compensation, unemployment insurance, social security and other like lawslaws and in connection with leases or trade contracts; (iii) purchase money security interests (attaching solely to the fixed asset purchased and securing only the Indebtedness incurred to finance such purchase) from the Company or any Restricted Subsidiary to Persons providing financing for permitted Consolidated Capital Expenditures of the Company or such Restricted Subsidiary, provided that the Indebtedness incurred by the Company or such Restricted Subsidiary with respect to each such asset so purchased shall not exceed the lesser of (A) the cost to the Company or such Restricted Subsidiary of such asset so purchased and (B) to secure the performance appraised fair market value of letters such asset at the time of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of propertysuch purchase; (3iv) Liens not otherwise described existing on the date of this Agreement and disclosed in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSchedule 5.10; (4v) Liens in favor of any Lien existing on any property (other than on accounts receivable and inventory) acquired by the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower Company or any Restricted Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation property is merged into so acquired (whether or consolidated with not the Borrower Indebtedness secured thereby shall have been assumed), provided that each such Lien shall extend solely to the item or a Subsidiary items of property so acquired and, if required by the terms of the Borrower and not created instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in contemplation of connection with such event;acquired property; CSS Industries, Inc. Note Purchase Agreement (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12vi) Liens in respect connection with sales of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its businesspermitted under Section 10.5(b)(iii); and (14vii) other Liens on its property or assets created in connection with the refinancing of Indebtedness secured not otherwise permitted by Permitted Liens on such propertyparagraphs (i) through (vi), provided that the amount of Indebtedness secured by any such Lien Liens shall not be increased as a result of such refinancing and noexceed $1,000,000 in the aggregate outstanding at any one time. (b) In case If the Company or any property is subjected to a Subsidiary shall create or assume any Lien in violation upon any of Section 7.2(a)its Property or income or profits therefrom, the Borrower will other than Permitted Liens, it shall make or cause to be made provision effective provision, in form and substance satisfactory to the Required Holders, whereby the Notes will be secured by such Lien equally and ratably with any and all other obligations indebtedness secured thereby, provided that such provision shall not be deemed for any purpose to represent a consent by such property, and in any case holder of the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)Lien. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause Create, incur, assume or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), exist any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(18.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (76) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) 7) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) 8) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (109) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with (or acquired in accordance with Section 8.1(b) by) the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (1110) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (1211) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (1312) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and; (1413) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and nono such Lien shall extend to property and assets of the Borrower or any Subsidiary not encumbered prior to any such refinancing; and (14) Cash collateral not to exceed 497,463 Pounds Sterling delivered to Chase with respect to Borrower's Letters of Credit issued by Chase for account party MKS Instruments UK Limited in an aggregate amount not exceeding 497,463 Pounds Sterling. (b) In case any property is subjected to a Lien in violation of Section 7.2(a8.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a8.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b8.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions). (i) Cause or permit or (ii) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its equity interests in any Subsidiary to be subject to any Lien (including any Permitted Lien).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct favor of the business of Bank created by or otherwise existing under or in connection with this Agreement and the Borrower and its Subsidiaries taken as a wholeother Loan Documents; (2ii) Liens imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums not yet due and payable; (Aiii) Liens incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and insurance or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal leases and performance bonds and contracts (other similar obligations, in each case not incurred in connection with the borrowing of than for borrowed money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred entered into in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertybusiness, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not provided that all such liens in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct have no reasonable likelihood of the business of the Borrower and its Subsidiaries taken as causing a wholeMaterial Adverse Effect; (4iv) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens current taxes, assessments or attachments other governmental charges that shall are not have been in existence for a period longer than 30 days after the creation thereof, delinquent or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay remain payable without any penalty or if such an attachment is that are being actively contested in good faith and with due diligence by appropriate proceedings, for provided that all such liens in the aggregate have no reasonable likelihood of causing a period longer than 30 days after Material Adverse Effect and, if requested by the creation thereofBank, the Parent, the Borrower or such Subsidiary has established reserves satisfactory to the Bank with respect thereto; (7v) Liens existing of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as of the Closing Date and disclosed on the Disclosure Schedule heretoset forth in Sections 8.1(i) or (j) hereof; (8) vi) Liens provided for in equipment or Financing Leases (including financing statements and undertakings with respect to file financing statements) provided that they are limited to any Realty occupied by the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower Parent or any Subsidiary of the Borrower; its Subsidiaries, consisting of (10a) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easementseasements, rights of way, restrictions reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof thereof, and (b) any other similar charges Lien or Liens relating exception to real property coverage described in mortgagee policies of title insurance issued in favor of and not interfering in a material way with accepted by the ordinary conduct of its businessBank; and (14vii) Liens on its property or assets created in connection with the refinancing of securing Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of permitted under Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b7.2(v). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. All Owned Real Property and assets, including leases, owned by the Company and its subsidiaries are free and clear of all liens, pledges, claims, security interests, restrictions, mortgages, tenancies and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments and other burdens, options or encumbrances of any kind (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise)collectively, any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): ) except (1i) statutory Liens securing the payment of taxes, assessments or governmental charges or levies payments not yet delinquent or the demands validity of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedingsactions, (Bii) adequate book reserves purchase money Liens arising in the ordinary course, (iii) Liens for taxes not yet due or delinquent, (iv) Liens reflected in the Balance Sheet (which have not been established with respect thereto to the extent required by generally accepted accounting principlesdischarged), and (Cv) such Liens do not which in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with impair the owning company's present and continued use or operation of, property necessary the properties or material to assets subject thereto in the usual and normal conduct of the business of the Borrower Company and its Subsidiaries taken as a whole; the subsidiaries, (4vi) any liens set forth on the title reports for the Owned Real Property, copies of which reports have been provided to Parent and (vii) any other Liens set forth in favor Section 4.22 of the Agent for Company Disclosure Schedule (the benefit Liens referred to in clauses (i) through (vii) being "Permitted Liens"). None of the Lenders; (5) Permitted Liens permitted under Existing Loan Agreements; (6) Judgment liens materially interferes with or attachments that shall not have been in existence for a period longer than 30 days after has interfered with the creation thereofmaintenance, use or if a stay operation of execution shall have been obtainedthe Real Property as such Real Property is maintained, for a period longer than 30 days after the expiration of such stay used or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing operated as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)date hereof. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. All properties and assets, including leases, owned by Benchmark and its subsidiaries are free and clear of all liens, pledges, claims, security interests, restrictions, mortgages, tenancies and other possessory interests, conditional sale or other title retention agreements, assessments, easements, rights of way, covenants, restrictions, rights of first refusal, defects in title, encroachments and other burdens, options or encumbrances of any kind (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwisecollectively, "Liens"), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below except (which may herein be referred to as "Permitted Liens"): (1i) statutory Liens securing the payment of taxes, assessments or governmental charges or levies payments not yet delinquent or the demands validity of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedingsactions, (Bii) adequate book reserves purchase money Liens arising in the ordinary course, (iii) Liens for taxes not yet delinquent, (iv) Liens reflected in the Balance Sheet (which have not been established with respect thereto discharged) and will not, if Benchmark and Mergeco elect, be discharged prior to the extent required by generally accepted accounting principlesClosing), and (Cv) such Liens do not which in the aggregate do not materially interfere with detract from the owning company's value for use for broadcasting purposes or materially impair the present and continued use of property necessary the properties or material to assets subject thereto in the usual and normal conduct of the business of the Borrower and its Subsidiaries taken as a whole; Stations, (2vi) Liens incurred or deposits made in on leases arising from the ordinary course provisions of business such leases, (Avii) any liens set forth on title reports for certain parcels of Owned Real Property which Benchmark obtained in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration acquisition of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as parcels of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset Owned Real Property prior to the acquisition thereof by the Borrower or date hereof (copies of which reports have been delivered to Mergeco), (viii) any Subsidiary leases of the Borrower Owned Real Property and not created in contemplation of such event;Leased Real Property listed on Schedule 2.1(j) and (ix) any other Liens set forth on Schedule 2.1 (121) (the Liens referred to in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; clauses (13i) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and through (14ix) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by being "Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(bLiens"). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. Borrower will not permit or suffer to exist or to be created any Lien upon the Collateral, except: (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or such Lien as may be granted to Lender; (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of for taxes, assessments assessments, or other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure which are being actively contested in good faith and by appropriate proceedingsaction promptly initiated and diligently conducted, (B) adequate book reserves if such reserve as shall be required by GAAP shall have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholemade therefor; (2c) Liens incurred or deposits made of lessors (subordinated), carriers, warehousemen, mechanics, laborers and materialmen arising by law in the ordinary course of business (A) for sums either not yet due or being contested in connection with worker's compensationgood faith by appropriate action promptly initiated and diligently conducted, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;if such reserve as shall be required by GAAP shall have been made therefor; and (3d) With respect to the Vessel, Liens in an aggregate amount not otherwise described in Section 7.2(a)(1to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) (i) for crew’s wages (1) for thirty (30) days after the termination of a voyage, or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that which shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively then be contested in good faith and by appropriate proceedingsaction promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor, (ii) for a period longer than 30 general average (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor, (iii) for salvage, whether voluntary or contract, (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have been made therefor, (iv) for the creation thereof; (7) Liens existing as wages of a stevedore when employed directly by Borrower, or the operator, master or agent of the Closing Date Vessel, (v) for repairs or with respect to any changes made in the Vessel (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in good faith by appropriate action promptly initiated and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to diligently conducted, if such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof reserve as shall be required by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations GAAP shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be have been made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such propertytherefor, and (vi) for necessaries (1) which are unclaimed, (2) for thirty (30) days after having been claimed, or (3) which shall then be contested in any case the Notes good faith by appropriate action promptly initiated and diligently conducted, if such reserve as shall be required by GAAP shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is been made pursuant to this Section 7.2(b)therefor. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;the (3) Liens not otherwise described in Section 7.2(a)(17.2(a)(l) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit Lender or any of the Lendersits affiliates; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (76) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) 7) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) 8) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (109) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (1110) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (1211) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not business that at any time shall not exceed 5% of consolidated Tangible Net Worth$2,000,000, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (1312) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (1413) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and nono such Lien shall extend to property and assets of the Borrower or any Subsidiary not encumbered prior to any such refinancing. (b) In case any property is subjected to a Lien in violation _______ of Section 7.2(a), the Borrower will make or cause to be made ____________ provision whereby the Notes Note will be secured equally and ratably _____________ with all other obligations secured by such property, and in any _______________ case the Notes Note shall have the benefit, to the full extent that the ________________ holders may be entitled thereto under applicable law, of an equitable _____ Lien equally and ratably securing the NotesNote. Such violation _____________ of Section 7.2(a) shall constitute an Event of Default hereunder, ____________ whether or not any such provision is made pursuant to this Section ________________ 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).;

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause Except as provided in Section 3.6, create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or (b) agree or consent to cause or permit in the future (charge of any kind upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently hereafter acquired, or acquire or agree to be acquire any kind of property subject to any Lien conditional sales or other than Liens described below title retention agreement, except for the following (which may herein be referred to as "collectively, “Permitted Liens"): ”): (1i) Liens securing the payment of taxes, taxes and assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) proceedings and for which a Loan Party has set aside adequate book reserves have been established or made other adequate provision with respect thereto acceptable to the extent required Bank in its reasonable discretion; (ii) those liens or encumbrances specified on the Addendum; (iii) liens securing indebtedness permitted by generally accepted accounting principlesSection 5.1(iii) above; (iv) statutory liens of landlords, and (C) such Liens do of carriers, warehousemen, mechanics and/or materialmen, and other liens that arise by operation of law, in each case only for amounts not yet due or that are being contested in the aggregate materially interfere good faith by appropriate proceedings and for which a Loan Party has set aside adequate reserves or made other adequate provision with the owning company's use of property necessary or material respect thereto acceptable to the conduct of the business of the Borrower and Bank in its Subsidiaries taken as a whole; reasonable discretion; (2v) Liens liens incurred or deposits made in the ordinary course of business (A) in connection with worker's workers’ compensation, unemployment insurance, social security insurance and other like laws, or (B) to secure the performance types of letters of credit, bids, tenders, sales contracts, leasesbenefits, statutory obligations, surety, appeal and performance bonds obligations and other similar obligations; (vi) zoning, building codes and other land use laws regulating the use or occupancy of real property or the activities conducted thereon and easements, covenants, conditions, restrictions and other similar matters of record affecting title to real property which taken in each case the aggregate do not incurred in connection interfere with the borrowing ordinary course of moneybusiness of a Loan Party; (vii) judgment liens, the obtaining so long as such liens do not constitute an Event of advances or the payment Default; (viii) any right of the deferred purchase price set-off granted in favor of property; (3) Liens not otherwise described any financial institution in Section 7.2(a)(1) or (2) that are incurred respect of any deposit accounts opened and maintained in the ordinary course of business and are incidental or pursuant to the conduct requirements of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property this Agreement; and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4ix) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)Obligations. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause Create, assume or permit or (b) agree or consent suffer to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to exist any Lien other than Liens described below in or on the Collateral, except for (which may herein be referred to as "collectively, the “Permitted Liens"): ”): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct favor of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred Bank created by or deposits made in the ordinary course of business (A) otherwise existing under or in connection with worker's compensation, unemployment insurance, social security this Agreement and the other like laws, or Credit Documents; (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3ii) Liens not otherwise described in Section 7.2(a)(1) or (2) that are imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due and payable; (iii) Liens for current taxes, assessments or other governmental charges that are incidental not delinquent or remain payable without any penalty or that are being contested in good faith and with due diligence by appropriate proceedings, provided that all such liens in the aggregate have no reasonable likelihood of causing a Material Adverse Effect and, if requested by the Bank, the Borrower has established reserves satisfactory to the conduct Bank with respect thereto; (iv) all licenses, restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of the Collateral for its intended purposes or the value thereof; (v) any Liens existing on the Closing Date which are disclosed on Schedule 6.3(v); (vi) Liens (a) upon or in any equipment acquired or held by Borrower or any of its business Subsidiaries to secure the purchase price of such equipment or ownership (b) existing on such equipment at the time of its propertyacquisition; provided that in each case (1) the Lien is confined solely to the equipment so acquired and improvements thereon, were and the proceeds of such equipment; (2) to the extent not specifically prohibited by the terms of such Indebtedness, Borrower shall grant and pledge to Bank a valid, perfected security interest which is second in priority to any Lien granted in reliance upon this provision; and (3) the aggregate principal amount of the Indebtedness secured thereby shall not exceed $500,000; (vii) Liens relating to the leases for fleet automobiles or other vehicles in an aggregate acquisition amount of up to $3,000,000 (the “Fleet Leases”); (viii) Liens securing performance bonds relating to projects of the Borrower in the ordinary course of its business; (ix) Liens granted in connection with purchase contracts with vendors on customary trade terms in the ordinary course of business securing the purchase price of the property sold; provided, that (a) such Lien shall not extend to any property other than such sold property and proceeds thereof and (b) such obligation payable to such vendor shall be paid as promptly as possible and in any event within 60 days; and (x) Liens incurred in connection with the borrowing of moneyextension, the obtaining of advances renewal or the payment refinancing of the deferred purchase price of property and do not in the aggregate materially detract from the value of, indebtedness or materially interfere with the owning company's use of, property necessary or material to the conduct other obligations secured by Liens of the business of the Borrower and its Subsidiaries taken as a whole; type described in clauses (4i) Liens in favor of the Agent for the benefit of the Lenders; through (5viii) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worthabove, provided that any such encumbrances extension, renewal or replacement Lien shall not extend be limited to the property encumbered by the existing Lien and assets the principal amount of the Borrower indebtedness being extended, renewed or refinanced does not increase. Notwithstanding anything herein to the contrary, any Lien in the Borrower’s ownership interests in any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)Permitted Lien. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither Other than with respect to the Borrower nor any Subsidiary will (a) cause Bank, to incur, create or permit to exist any mortgage, pledge, lien, charge or (b) agree or consent to cause or permit in the future (upon the happening other encumbrance of a contingency or otherwise), any of its real stock or personal property, whether now owned the stock of any of its Subsidiaries or subsequently acquired, to be subject to any Lien their assets other than Liens described below (which may herein be referred to as "Permitted Liens"):with respect to: (1) Liens securing the payment of to secure taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Personsgovernmental charges, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that payment thereof shall not at the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time be required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole;Section 5.04. (2) Liens incurred Deposits or deposits pledges made (a) in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pensions or other social security, (b) in connection with casualty insurance maintained in accordance with Section 5.15, (c) to secure the performance of bids, tenders, contracts (other than contracts relating to Indebtedness) or leases, (d) to secure statutory obligations or surety or appeal bonds, (e) to secure indemnity, performance or other similar bonds in the ordinary course of business or (Af) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) contested amounts to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case extent that payment thereof shall not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property;at that time be required by Section 5.02. (3) Liens not otherwise described in respect of judgments or awards, to the extent that such judgments or awards are permitted by Section 7.2(a)(15.11. (4) Liens of carriers, warehouses, mechanics and similar liens, in each case (a) in existence less than 90 days from the date of creation thereof or (2b) that are incurred being contested in good faith by the Borrower in appropriate proceedings (so long as the Borrower shall, in accordance with GAAP (if applicable), have set aside on its books adequate reserves with respect thereto). (5) Encumbrances in the ordinary course nature of business and are incidental to (a) zoning restrictions, (b) easements, (c) restrictions of record on the conduct use of its business or ownership of its real property, were not incurred (d) landlords' and lessors' liens on rented premises and (e) restrictions on transfers or assignment of leases, which in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and each case do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of encumbered property or impair the Borrower and use thereof for its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements;current or intended purpose. (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after Restrictions under federal and state securities laws on the creation thereof, or if a stay transfer of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof;securities. (7) Liens constituting (a) purchase money security interests (including mortgages, conditional sales, capitalized leases and any other title retention or deferred purchase devises) in real property, interests in leases or tangible personal property (other than inventory) existing as of the Closing Date and disclosed or created on the Disclosure Schedule hereto;date on which such property is acquired, and (b) the renewal, extension or refunding of any security interest referred to in the foregoing clause (a) in an amount not to exceed the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding. (8) Liens provided for described in equipment or Financing Leases (including financing statements Schedule V as in effect on the date hereof and undertakings to file financing statements) provided that they are limited to all renewals, refinancings and extensions thereof not in excess of the equipment subject to such leases and the proceeds thereof;amount thereof outstanding on September 30, 1997. (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower;Liens on timeshare receivables securing Timeshare Receivable Debt permitted by Section 8.12(10). (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of construction and development projects to secure Indebtedness secured permitted by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b8.12(13). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the The Borrower shall not, nor any Subsidiary will (a) shall it cause or permit any of the Guarantors to: (i) execute a negative pledge agreement with any Person covering any of its Property, or (bii) create or cause or authorize or agree or consent to cause or permit permit, assume or suffer to exist or remain in the future effect (upon the happening of a contingency or otherwise), any of its real or personal propertyProperty, whether now owned or subsequently hereafter acquired, to be subject to a Lien or be subject to any Lien other than Liens described below claim except for the following (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords landlords, and other like Persons, which payments are or Liens evidencing consignment or bailment arrangements with the Borrower or any of the Guarantors as consignee or bailee, provided the payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 5.1; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's workers' compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal laws and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances leases or the payment of the deferred purchase price of propertytrade contracts; (3) Liens Purchase money security interests (attaching solely to the fixed asset purchased and securing only the obligation incurred to finance such purchase) from the Borrower or any of the Guarantors to Persons providing financing for permitted Consolidated Capital Expenditures provided that each such financing obligation incurred by the Borrower shall not otherwise described in Section 7.2(a)(1exceed the lesser of (A) cost or (2B) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeappraised fair market value; (4) Existing Liens in favor of the Agent for the benefit of the Lenders;described on Schedule "4.4" hereto; and (5) Liens permitted under Existing Loan Agreements;Purchase money security interests (attaching solely to the fixed asset purchased and securing only the obligation incurred to finance such purchase) deemed to be assumed by the Borrower or any of the Guarantors in connection with Permitted Acquisitions. (6b) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of If the Borrower or any Subsidiary of the Borrower; (10) Any shall create or assume any Lien on upon any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Property or income or profits therefrom, other than Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on permitted under this Section 6.3, and without having such property, provided that the amount of Indebtedness secured provisions be deemed for any purpose to represent a consent by any Lender or Lenders to such Lien Lien, it shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision effective provisions whereby the Notes Obligations will be secured by such Lien equally and ratably with any and all other obligations indebtedness secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)thereby. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens in favor of the Collateral Agent or the Purchasers created by or otherwise existing under or in connection with the Credit Documents; (ii) Liens in existence as of the date hereof and set forth on Schedule 6.3 of the Disclosure Letter; (iii) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penaltyIndebtedness permitted under Section 6.2(iii); provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent provided that (A) all claims that the Liens secure are amount of the Indebtedness secured by such Lien shall not exceed 100% of the cost to the Consolidated Entities of acquiring, constructing, installing and/or improving the property and any other assets then being actively contested in good faith financed solely by the same financing sources, and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto any such Lien shall not encumber any other property of any Consolidated Entity except assets then being financed solely by the same financing sources; (iv) Liens securing Indebtedness permitted under Section 6.2(iv); provided that any (A) such Lien shall attach only to the extent required by generally accepted accounting principlesaccounts receivables and supporting obligations, and books and records relating to accounts receivables of the Credit Parties (and the products and proceeds thereof), and (CB) the Collateral Agent shall have a second-priority lien on all such Liens do not in accounts receivables and books and records (and the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower products and its Subsidiaries taken as a wholeproceeds thereof); (2v) Liens imposed by mandatory provisions of law of landlords, carriers, warehousemen, bailees, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums that are (A) not yet more than 30 days past due or (B) being contested in good faith by appropriate proceedings; (vi) Liens (other than those imposed by ERISA) incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance or other forms of governmental insurance or benefits, insurance, social security and other like lawssurety bonds, or (B) other obligations of a like nature or to secure the performance of letters of credit, banker’s acceptances, bids, tenders, sales contracts, leases, statutory obligations, suretyleases and contracts (other than for borrowed money) entered into in the ordinary course of business; (vii) Liens for current taxes, appeal assessments or other governmental charges that are not delinquent or remain payable without any penalty or that are being contested in good faith and performance bonds with due diligence by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (viii) Liens of judgments, execution, attachment or similar process that do not constitute an Event of Default under Section 7.1(j); (A) customary banker’s liens and rights of setoff, revocation, refund or chargeback under deposit agreements with financial institutions where any Credit Party maintains deposits or investments in the ordinary course of business, and (B) customary Liens incurred to secure ACH Indebtedness, business credit card programs, and netting services, overdrafts and related liabilities arising from treasury, depositary and cash management services; (x) Liens arising under Article 4 of the UCC on items in collection and documents and proceeds related thereto; (xi) with respect to any real property owned or occupied by any Credit Party, (A) all survey exceptions, easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof and (B) any other Lien or exception to coverage described in mortgagee policies of title insurance issued in favor of, and accepted by, the Collateral Agent; (xii) Liens on insurance policies, premiums and proceeds thereof, or other deposits, to secure insurance premium financings with respect to unearned premiums and other liabilities to insurance carriers; (xiii) Liens on specific items of inventory or other goods (and the proceeds thereof) of the Consolidated Entities securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (xiv) Liens arising out of conditional sale, title retention, consignment or similar obligations, arrangements for the sale of goods entered into in each case not incurred the ordinary course of business; (xv) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the borrowing importation of money, goods in the obtaining ordinary course of advances or the payment of the deferred purchase price of propertybusiness; (3xvi) Liens not otherwise described in Section 7.2(a)(1the nature of the right of setoff in favor of customers, suppliers and service providers to contractual agreements with the Consolidated Entities in the ordinary course of business; (xvii) Liens on processing or (2) that are incurred manufacturing equipment or inventory of the Consolidated Entities granted in the ordinary course of business and are incidental to the conduct Consolidated Entities’ supplier at which such equipment or inventory is located; (xviii) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture, minority investment or similar arrangement otherwise permitted hereunder pursuant to any joint venture, shareholders, investor rights or similar agreement; (xix) ground leases in respect of real property on which facilities owned or leased by any of the Consolidated Entities are located and other Liens affecting the interest of any landlord (and any underlying landlord) of any real property leased by any Consolidated Entity; (xx) any interest or title of a lessor or licensor under any lease, sublease, license or sublicense entered into by any Consolidated Entity (A) existing on the date hereof (but not created in contemplation hereof), (B) entered into in the ordinary course of its business business, or ownership of its property, were not incurred (C) entered into in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material an Investment permitted pursuant to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 6.6; (4xxi) Liens on deposits or other amounts held in favor escrow to secure payments (contingent or otherwise) payable by any Consolidated Entity with respect to (A) the settlement, satisfaction, compromise or resolution or judgments, litigation, arbitration or other disputes, and (B) any commercial contracts for manufacturing, production and other service arrangements entered into in the ordinary course of the Agent for the benefit of the Lendersbusiness; (5xxii) Liens and other credit support provided in respect of Indebtedness permitted under Existing Loan AgreementsSection 6.2(vi); provided, that any such Lien shall attach only to cash and Cash Equivalents; (6xxiii) Judgment liens or attachments Liens securing Indebtedness permitted under Section 6.2(xiv); provided that any such Lien shall not have been in existence for a period longer than 30 days after attach only to the creation thereof, or if a stay cash and Cash Equivalents of execution shall have been obtained, for a period longer than 30 days after the expiration of Consolidated Entities pledged to secure such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereofIndebtedness; (7xxiv) Liens existing as on assets of the Closing Date and disclosed on the Disclosure Schedule heretoSubsidiaries that are not Subsidiary Guarantors securing Indebtedness permitted under Section 6.2(xiii); (8) Liens provided for in equipment xxv) leases, subleases, licenses or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower;Persons permitted by Section 6.4 (other than Section 6.4(vi)); and (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12xxvi) Liens (i) consisting of deposits or advances made by any Consolidated Entity in connection with any letter of intent or purchase agreement in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% Permitted Acquisition or Investment permitted under this Agreement or (ii) consisting of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend an option or agreement to property and assets dispose of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause permitted to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made sold pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).Agreement;

Liens and Encumbrances. Create, incur, assume, or permit to exist any Lien on, or sell or transfer, either with or without recourse, any interest in, the Collateral other than the following: (a) Neither Liens in favor of the Borrower nor Lender or any Subsidiary will (a) cause or permit or of its affiliates; (b) agree Liens for taxes not delinquent or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by in appropriate proceedings, (B) proceedings for which adequate book reserves have been established established, provided that no notice of lien has been filed or other action taken to perfect or foreclose on such Lien; (c) Liens in connection with workers' compensation, unemployment insurance, or social security obligations; (d) Mechanics', workmen's, materialmen's, landlords', carriers', or other like Liens arising in the ordinary and normal course of business with respect thereto to the extent required by generally accepted accounting principles, and obligations which are not due or which are being contested diligently in good faith with adequate reserves established; (Ce) such Liens do Purchase money security interests securing Indebtedness not to exceed $100,000 in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct for all of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens Borrowers outstanding at any time incurred or deposits made in purchasing fixed assets in the ordinary course of business (Awhich Indebtedness does not, when incurred, exceed the lesser of the purchase price or fair market value of the property being acquired) or in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) leasing fixed assets pursuant to secure the performance of letters of credit, bids, tenders, sales contracts, capital leases, statutory obligations, surety, appeal provided that no such purchase money security interest shall cover property other than property acquired with the proceeds of such Indebtedness and performance bonds and other similar obligations, in each case not incurred provided further that the Lender shall have been given prior written notice thereof; and (f) Liens granted to Buffalo Wild Wings or Bagger Dave’s in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection relationships with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Wortheach, provided that any all such encumbrances Liens shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, subordinated to the full extent that Lender on terms and conditions satisfactory to the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)Lender. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) shall not cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property) the Collateral, whether now owned or subsequently hereafter acquired, to be subject to any Lien Lien, claim or encumbrance other than Liens described below (which may herein be referred to as "Permitted Liens"):those of Lender and the following: (1a) any Lien on any asset incurred or assumed for the purpose of financing all or part of the cost of acquiring such asset; (b) Liens securing the payment of taxes, assessments for taxes or other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that (x) not at the Liens secure are being actively contested in good faith time delinquent; and by appropriate proceedings, (y) payable without penalty; or (B) adequate book reserves the subject of a contest in good faith, provided that appropriate provisions shall have been established therefor, for periods after the Closing Date, in accordance with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeGAAP; (2c) Liens incurred or deposits made arising in the ordinary course of business (A1) in favor of carriers, warehousemen, mechanics, materialmen, landlords and other similar Liens imposed by law and (2) in connection with worker's ’s compensation, unemployment insurance, compensation and other types of social security and other like laws, or (B) to secure the performance of letters of creditin connection with surety bonds, bids, performance bonds, tenders, sales contracts, leases, statutory obligations, suretycustoms and appeal bonds, appeal government contracts, trade contracts, performance and performance return of money bonds and other similar obligationsobligations not involving obligations for the payment of borrowed money, provided that appropriate provisions shall have been established therefor, for periods after the Closing Date, in accordance with GAAP; (d) attachments and judgments and other similar Liens not constituting an Event of Default; (e) easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens, in each case not incurred in connection with the borrowing of moneycase, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the ordinary conduct of Borrower’s business; (f) any interest or title of a licensor, sublicensor, lessor or sublessor under any license or lease agreement; (g) licenses, sublicenses, leases or subleases of real property or Intellectual Property granted by Xxxxxxxx (as lessor or licensor) to third Persons in the ordinary course of business consistent with past practices; (h) banker’s Liens and rights of set-off of financial institutions arising in connection with items deposited in accounts maintained at such financial institution and subsequently unpaid and fees and expenses that are charged to Borrower by such financial institutions in the normal course of business of the Borrower or any Subsidiary maintenance and operation of the Borrowersuch accounts; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14i) Liens on its property or assets created insurance policies and the proceeds thereof incurred in connection with the refinancing financing of Indebtedness secured by Permitted insurance premiums in the ordinary course of business; (j) Liens existing on such propertythe date hereof and, provided that subject to the amount limitations set forth in subsection (k) below, renewals and extensions thereof, which Liens are set forth on Schedule 5.06 and (k) Liens arising out of any permissible refinancing, extension, renewal or refunding of any existing Indebtedness secured by any Lien permitted by any of the foregoing clauses provided that such Lien shall not at no time be increased extended to cover any assets or property other than such assets or property subject thereto on the Closing Date or the date such Lien was incurred, as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)applicable. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct favor of the business of Bank created by or otherwise existing under or in connection with this Agreement, the Borrower Term Loan Agreement and its Subsidiaries taken as a wholethe other Loan Documents; (2ii) Liens imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums not yet due and payable; (Aiii) Liens incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and insurance or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal leases and performance bonds and contracts (other similar obligations, in each case not incurred in connection with the borrowing of than for borrowed money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred entered into in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertybusiness, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not provided that all such liens in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct have no reasonable likelihood of the business of the Borrower and its Subsidiaries taken as causing a wholeMaterial Adverse Effect; (4iv) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens current taxes, assessments or attachments other governmental charges that shall are not have been in existence for a period longer than 30 days after the creation thereof, delinquent or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay remain payable without any penalty or if such an attachment is that are being actively contested in good faith and with due diligence by appropriate proceedings, for provided that all such liens in the aggregate have no reasonable likelihood of causing a period longer than 30 days after Material Adverse Effect and, if requested by the creation thereofBank, the Parent, the Borrower or such Subsidiary has established reserves satisfactory to the Bank with respect thereto; (7v) Liens existing of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as of the Closing Date and disclosed on the Disclosure Schedule heretoset forth in Sections 8.1(i) or (j) hereof; (8) vi) Liens provided for in equipment or Financing Leases (including financing statements and undertakings with respect to file financing statements) provided that they are limited to any Realty occupied by the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower Parent or any Subsidiary of the Borrower; its Subsidiaries, (10a) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easementsall easements, rights of way, restrictions reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for its intended purposes or the value thereof, and (b) any other similar charges Lien or Liens relating exception to real property coverage described in mortgagee policies of title insurance issued in favor of and not interfering in a material way with accepted by the ordinary conduct of its businessBank; and (14vii) Liens on its property or assets created in connection with the refinancing of securing Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of permitted under Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b7.2(v). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. Pledgor shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Collateral, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Collateral, or enter into any sale-leaseback financing respecting any part of the Pledged Collateral as lessee, or cause or assist the inception or continuation of any of the foregoing; provided, however, that the foregoing restrictions shall not prohibit (to the extent otherwise not prohibited by this Agreement): (a) Neither the Borrower nor any Subsidiary will (a) cause liens for taxes, assessments, governmental charges, levies or permit or claims described in Section 6.2, if payment thereof shall not then be required to be made by this Section 7.2; (b) agree or consent to cause or permit in the future (upon the happening liens of a contingency or otherwise)carriers, any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of supplierswarehousemen, mechanics, carriers, warehousers, landlords laborers and other like Persons, which payments are materialmen incurred in the ordinary course of business for sums not yet due and payable or (as then required to taxes) may be paid without interest or penalty; providedunder Section 6.2, thatso long as there shall have been set aside on the books of Pledgor such reserve, if such payments are due and payableany, such Liens as shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2c) Liens liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, statutory obligation or social security and other like lawslegislation, or (B) for any purpose at the time required by law as a condition precedent to secure the performance transaction of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances business or the payment exercise of any of the deferred purchase price privileges or licenses of propertyPledgor; (3d) Liens not otherwise described in Section 7.2(a)(1) or (2) that are liens incurred in the ordinary course respect of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract attachments discharged within 30 days from the value of, making thereof or materially interfere with the owning company's use of, property necessary judgments or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens awards in favor of the Agent force for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer less than 30 days after the creation thereof, or if with respect to which Pledgor in good faith shall be prosecuting an appeal or proceeding for review and with respect to which a stay of execution upon appeal or proceeding for review shall have been obtained, for a period longer than 30 days after the expiration of such stay or secured if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereofrequired; (7e) Liens existing as of the Closing Date security interests and disclosed on the Disclosure Schedule heretoother liens and encumbrances granted from time to time to Pledgee; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings f) with respect to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens indebtedness permitted under Section 7.1, liens incurred in respect of any purchase money obligations financing of Pledgor's machinery, equipment and automobiles owned by Pledgor on the date hereof with a bank or other financial institution, provided (A) that the loan instruments evidencing such financing for tangible property used such item expressly provide that any lien arising from such financing is subordinate to the first security interest hereunder and, in the event of a default thereunder, no collection of the principal, interest and other charges and expenses thereunder will be made until the full payment of the Obligations, or otherwise as may be acceptable to Pledgee in its businesssole discretion and as to which it consents in writing; and (B) notwithstanding anything contained in this Agreement to the contrary, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets in the case of the Borrower financing of Pledgor's inventory, accounts receivable, purchase orders, or any Subsidiary not financed product sales or service agreements with a bank or other financial institution, such lender shall be entitled to a first security interest in such assets and shall be entitled to collect full payment of the obligations incurred by such a purchase money obligationPledgor thereunder at all times, regardless of the Obligations; (13g) Easementsliens incurred in respect of indebtedness on the Pledged Collateral which are subordinated to the Obligations by such creditor(s) executing the Subordination Agreement; and which are subordinated to the Obligations, rights of way, restrictions or otherwise as may be acceptable to Pledgee in its sole discretion and other similar charges or Liens relating as to real property and not interfering which it consents in a material way with the ordinary conduct of its businesswriting; and (14h) Liens with respect to indebtedness permitted under section 7.1, liens incurred in respect of indebtedness on its property machinery, equipment and automobiles purchased or assets created in connection with leased by Pledgor after the refinancing date of Indebtedness secured the execution and delivery of this Agreement by Permitted Liens on such property, provided that Pledgor at the amount closing of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is offering made pursuant to this Section 7.2(b)the Memorandum. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause Create incur, assume or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), exist any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(18.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (76) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) 7) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) 8) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (109) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with (or acquired in accordance with Section 8.1(b) by) the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (1110) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (1211) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (1312) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and; (1413) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and nono such Lien shall extend to property and assets of the Borrower or any Subsidiary not encumbered prior to any such refinancing; and (14) Cash collateral not to exceed 497,463 Pounds Sterling delivered to Chase with respect to Borrower's Letters of Credit issued by Chase for account party MKS Instruments UK Limited in an aggregate amount not exceeding 497,463 Pounds Sterling, provided the outstanding debt under the Existing Loan Agreement is paid in full prior to the provision of such collateral. (b) In case any property is subjected to a Lien in violation of Section 7.2(a8.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a8.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b8.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions). (i) Cause or permit or (ii) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its equity interests in any Subsidiary to be subject to any Lien (including any Permitted Lien).

Liens and Encumbrances. Pledgor shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Collateral, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Collateral, or enter into any sale-leaseback financing respecting any part of the Pledged Collateral as lessee, or cause or assist the inception or continuation of any of the foregoing; provided, however, that the foregoing restrictions shall not prohibit (to the extent otherwise not prohibited by this Agreement): (a) Neither the Borrower nor any Subsidiary will (a) cause liens for taxes, assessments, governmental charges, levies or permit or claims described in Section 6.2, if payment thereof shall not then be required to be made by this Section 7.2; (b) agree or consent to cause or permit in the future (upon the happening liens of a contingency or otherwise)carriers, any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of supplierswarehousemen, mechanics, carriers, warehousers, landlords laborers and other like Persons, which payments are materialmen incurred in the ordinary course of business for sums not yet due and payable or (as then required to taxes) may be paid without interest or penalty; providedunder Section 6.2, thatso long as there shall have been set aside on the books of Pledgor such reserve, if such payments are due and payableany, such Liens as shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and ; (Cc) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, statutory obligation or social security and other like lawslegislation, or for any purpose at the time required by law as a condition precedent to the transaction of business or the exercise of any of the privileges or licenses of Pledgor; (Bd) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not liens incurred in connection with the borrowing respect of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract attachments discharged within 30 days from the value of, making thereof or materially interfere with the owning company's use of, property necessary judgments or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens awards in favor of the Agent force for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer less than 30 days after the creation thereof, or if with respect to which Pledgor in good faith shall be prosecuting an appeal or proceeding for review and with respect to which a stay of execution upon appeal or proceeding for review shall have been obtainedsecured if required; (e) the security interests and other liens and encumbrances granted from time to time to Pledgee; (f) with respect to indebtedness permitted under Section 7.1, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens liens incurred in respect of any purchase money obligations for tangible property used in its businessfinancing of Pledgor's inventory, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worthaccounts receivable, provided that any such encumbrances shall not extend to property machinery, equipment and assets of the Borrower automobiles with a bank or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such propertyfinancial institution, provided that the amount loan instruments evidencing such financing expressly provide that any lien arising from such financing is subordinate to the first security interest hereunder and, in the event of Indebtedness secured by any such Lien shall not be increased as a result default thereunder, no collection of such refinancing the principal, interest and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower other charges and expenses thereunder will make or cause to be made provision whereby until the Notes will full payment of the Obligations, or otherwise as may be secured equally acceptable to Pledgee in its sole discretion and ratably with all other obligations secured as to which it consents in writing; (g) liens incurred in respect of indebtedness on the Pledged Collateral which are subordinated to the Obligations by such property, creditor(s) executing the Subordination Agreement; and in any case the Notes shall have the benefit, which are subordinated to the full extent that the holders Obligations, or otherwise as may be entitled thereto acceptable to Pledgee in its sole discretion and as to which it consents in writing; and (h) with respect to indebtedness permitted under applicable lawsection 7.1, liens incurred in respect of an equitable Lien equally indebtedness on machinery, equipment and ratably securing automobiles purchased or leased by Pledgor after the Notes. Such violation date of Section 7.2(a) shall constitute an Event the execution and delivery of Default hereunder, whether or not any such provision is this Agreement by Pledgor at the closing of the offering made pursuant to this Section 7.2(b)the Memorandum. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. Not create, incur, assume or suffer to exist any Lien with respect to any property, revenues or assets now owned or hereafter arising or acquired, except: (a) Neither Liens in connection with the Borrower nor any Subsidiary will (a) cause acquisition of property after the date hereof by way of purchase money mortgage, conditional sale or permit other title retention agreement, Capitalized Lease or other deferred payment contract, and attaching only to the property being acquired if the Indebtedness secured thereby does not exceed the fair market value of such property at the time of acquisition and such Indebtedness is Permitted Additional Indebtedness; (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of for taxes, assessments or and other governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable delinquent or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure which are being actively contested in good faith and by appropriate proceedings, (B) adequate book against which required reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeset up; (2c) Liens incurred or deposits made in the ordinary course of business (A) in connection with workerworkmen's compensation, unemployment insurance, social security and insurance or other like laws, similar laws or (B) to secure the performance of letters statutory obligations or of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred a like nature; (x) Xxxxx imposed by law in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred transactions in the ordinary course of business business, such as liens of carriers, warehousemen, mechanics and materialmen which are incidental to the conduct of its business not delinquent or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is which are being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereofagainst which adequate reserves have been set up; (7e) Landlords' liens under leases to which the Borrower is a party; (f) Zoning restrictions, licenses and minor encumbrances and irregularities in title all of which in the aggregate do not materially detract from the value of the property involved or impair its use; (g) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule EXHIBIT D attached hereto; (8) h) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereofsecuring other Indebtedness which does not have an aggregate outstanding principal amount greater than $1,000,000; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12i) Liens on real and personal property located in respect of any purchase money obligations for tangible property used Le Mee Sur Seine, France to secure Indebtedness in its businessan amount not exceeding $3,000,000 incurred by AUTOTROL, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its businessS.A.; and (14j) Liens on its property or assets created in connection with favor of U.S. Bank National Association, as collateral for the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a)Agent, the Borrower will make or cause to be made provision whereby the Notes will be secured equally Banks and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable lawof the ReliaStar Indebtedness, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)Obligations and the ReliaStar Indebtedness. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor The Company will not, and will not permit any Subsidiary will (a) to, cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal propertyProperty, whether now owned or subsequently acquired, to be subject to any a Lien other than Liens described below except: (which may herein be referred to as "Permitted Liens"): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are provided that payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and Section 4.1; (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2ii) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; Property; (3iii) attachment, judgment and other similar Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred arising in connection with court proceedings, provided that (A) execution and other enforcement are effectively stayed, (B) all claims which the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is secure are being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after (C) adequate book reserves have been established with respect thereto, and (D) the creation thereof; owning company's right to use, its Property is not materially adversely affected thereby; (7iv) Liens existing as on Property of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) a Subsidiary, provided that they are limited secure only obligations owing to the equipment subject to such leases and Company or a Wholly-Owned Subsidiary; (v) the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation Liens existing at the time such corporation is merged into or consolidated with date of this Agreement which are set forth in Schedule 4.8(a)(v); (vi) Liens securing Purchase Money Indebtedness of the Borrower Company or a Subsidiary Subsidiary, provided (x) the incurrence of such Purchase Money Indebtedness is then permitted by Section 4.6, and (y) after giving effect to the incurrence of such Purchase Money Indebtedness and to any concurrent transactions, the aggregate amount of outstanding Purchase Money Indebtedness of the Borrower Company and not created in contemplation its Subsidiaries and the unsecured Current and Funded Indebtedness of such event; the Subsidiaries (11) Any Lien existing on any asset prior excluding Indebtedness owed by a Subsidiary to the acquisition thereof by the Borrower Company or any Subsidiary of the Borrower and a Wholly-Owned Subsidiary) does not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 520% of consolidated Consolidated Tangible Net Worth, ; and provided further that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any no such Lien shall extend to or cover any Property not be increased as a result of such refinancing originally subject thereto, other than improvements to the Property originally subject thereto; and no(vii) other Liens securing obligations that in the aggregate do not exceed $100,000. (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower The Company will make not issue or cause permit to be made provision whereby issued any additional Bonds under the Notes will be secured equally and ratably First Mortgage Indenture, except in the case of the exchange or transfer of Bonds or the replacement of lost, stolen, destroyed or mutilated Bonds, in each case in accordance with all other obligations secured by such property, and in any case the Notes shall have terms of the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)First Mortgage Indenture. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor The Company will not, and will not permit any Subsidiary will (a) to, cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any a Lien other than Liens described below except: (which may herein be referred to as "Permitted Liens"): (1a) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, materialmen, repairmen, carriers, warehousers, landlords and other like Persons, which payments are provided that payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and Section 9.4; (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2b) Liens incurred or deposits made in the ordinary course of business (A1) in connection with worker's ’s compensation, unemployment insurance, social security and other like laws, or (B2) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligationsobligations or (3) to secure Permitted Commodity Hedging Obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; ; (3c) attachment, judgment and other similar Liens not otherwise described arising in Section 7.2(a)(1connection with court proceedings, provided that (1) or execution and other enforcement are effectively stayed, (2) that all claims which the Liens secure are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for (3) adequate book reserves have been established with respect thereto, and (4) the owning company’s right to use its property is not materially adversely affected thereby; (d) Liens on property of a period longer than 30 days after Subsidiary, provided that they secure only obligations owing to the creation thereofCompany or a Wholly-Owned Subsidiary; (71) Liens any Lien existing as on property of a Person immediately prior to its being consolidated with or merged into the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment Company or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases a Subsidiary or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower its becoming a Subsidiary, or any Subsidiary of the Borrower; (10) Any Lien existing on any asset of any corporation existing property acquired by the Company or a Subsidiary at the time such corporation property is merged into so acquired (whether or consolidated with not the Borrower Indebtedness secured thereby shall have assumed), provided that (i) any Indebtedness secured by such Liens is then permitted by Section 10.3 (provided that, in the case of Section 10.3(a), all Indebtedness is determined as of the date of such consolidation or merger, such Person becoming a Subsidiary or such acquisition, as applicable, and not as of the Borrower and not last day of the immediately preceding fiscal quarter), (ii) no such Lien shall have been created in contemplation of such event; consolidation or merger or such Person’s becoming a Subsidiary or such acquisition of property and (11iii) Any no such Lien existing on shall extend to or cover any asset prior property not originally subject thereto, other than improvements to the acquisition thereof by the Borrower property originally subject thereto and (2) any renewal, extension or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect refunding of any purchase money obligations for tangible property used Lien in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net WorthSection 10.4(i)(1), provided that in the case of any such encumbrances shall not extend to property and assets of renewal, extension or refunding (i) the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the principal amount of Indebtedness secured by any such Lien immediately prior to such extension, renewal or refunding is not increased or the maturity thereof reduced, (ii) such Lien is not extended to any other property and (iii) immediately before and after such renewal, extension or refunding, no Default or Event of Default shall have occurred and be continuing; and (j) other Liens not be increased as a result of such refinancing and no otherwise permitted by paragraphs (ba) In case any property is subjected to a Lien in violation of Section 7.2(athrough (i), inclusive, of this Section 10.4 securing Indebtedness of the Borrower will make Company or cause to be made provision whereby its Subsidiaries, provided, that the Notes will be secured equally and ratably with all other obligations Indebtedness secured by such propertyLiens is then permitted by Section 10.3 (provided that, and in any the case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event 10.3(a), all Indebtedness is determined as of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).date

Liens and Encumbrances. (a) Neither Except for the Liens securing the Senior Debt, neither Borrower nor any Subsidiary will (a) cause of the Borrower Subsidiaries shall cause, permit, or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal propertyProperty, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"):a Lien, except: (1a) Liens securing the payment of taxes, assessments assessments, or governmental charges or levies or the claims or demands of suppliersmaterialmen, mechanics, carriers, warehouserswarehousemen, landlords landlords, and other like Persons, which payments are provided the payment thereof is not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to at the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent time required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholeSection 6.5; (2b) Liens incurred or deposits made in the ordinary course of business (Ai) in connection with worker's workers' compensation, unemployment insurance, social security security, and other like laws, laws or (Bii) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal appeal, and performance bonds bonds, and other similar obligations, in each case obligations not incurred in connection with the borrowing of money, or the obtaining of advances advances, or the payment of the deferred purchase price of propertyProperty; but only to the extent in each such case Borrower is in substantial compliance with the material obligations relating to the foregoing; (3c) attachments, judgments, and other similar Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred arising in connection with court proceedings, including, without limitation, adverse judgments on appeal provided the borrowing execution or other enforcement of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) such Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 is effectively stayed within 60 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after entry thereof and the expiration of such stay or if such an attachment is claims secured thereby are being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after or as long as adequate book reserves or other action required by GAAP have been established with respect thereto, or payment thereof is covered in full (subject to the creation thereofcustomary deductible) by insurance; (7d) Liens existing as of securing the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions Lender Notes and other similar charges or Liens relating to real property and not interfering in a material way with obligations under the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b). (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).Subject Documents;

Liens and Encumbrances. (a) Neither the Borrower nor any Subsidiary will (a) cause or Create, permit or suffer the creation or existence of any liens, security interests, or any other encumbrances on (bincluding any conditional sales arrangement with respect to) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its property, real or personal propertypersonal, whether now owned except the security interests in favor of the Agent on behalf of Lenders as security for the Loan, and except (i) liens arising in favor of sellers or subsequently acquiredlessors for indebtedness and obligations incurred to purchase or lease fixed or capital assets permitted under Paragraph 6.1(iii) hereof, provided, however, that such liens secure only the indebtedness and obligations created thereunder and are limited to be subject to any Lien other than Liens described below the assets purchased or leased pursuant thereto and the proceeds thereof; (which may herein be referred to as "Permitted Liens"): (1ii) Liens securing the payment of taxesmechanics, assessments or governmental charges or levies or the demands of suppliersmaterialmen, mechanicswarehousemen, carriers, warehousers, landlords and or other like Persons, which payments similar statutory Liens securing obligations that are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) proceedings diligently pursued and for which adequate book reserves have been established in accordance with respect thereto to the extent required by generally accepted accounting principles, GAAP and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental business; (iii) pledges or deposits to secure obligations under workmen's compensation, unemployment insurance or social security laws or similar legislation; (iv) deposits to secure surety, appeal or custom bonds required in the ordinary course of business; (v) the existing mortgage liens pursuant to the conduct mortgage Indebtedness permitted pursuant to Paragraph 6.1(vi) hereof (vi) the liens in the Shared Collateral securing the Indebtedness permitted pursuant to Paragraph 6.1(viii) hereof; (vii) encumbrances consisting of its business minor easements, zoning restrictions, or ownership other restrictions on the use of its property, were real property that do not incurred (individually or in connection with the borrowing of money, aggregate) materially affect the obtaining of advances or the payment value of the deferred purchase price of property and do not in the aggregate materially detract from the value of, assets encumbered thereby or materially interfere with impair the owning company's use of, property necessary or material to the conduct ability of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens each Subsidiary to use such assets in favor their respective businesses, and none of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment which is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering violated in any material respect with the business of the Borrower by existing or proposed structures or land use; (viii) any Subsidiary of the Borrower; (10) Any attachment or judgment Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute constituting an Event of Default hereunder, whether or not any such provision is made pursuant Default; (ix) Lien's granted to this the Indenture trustee in Section 7.2(b)7.07 of the Indenture. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing in favor of the payment of taxesBank created by or otherwise existing under or in connection with this Agreement, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords other Credit Documents and other like Persons, which payments are not yet due the $10,000,000 Credit Agreement and payable or the Credit Documents (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a wholedefined therein); (2ii) Liens imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums not yet due and payable; (Aiii) Liens incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and insurance or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal leases and performance bonds and contracts (other similar obligations, in each case not incurred in connection with the borrowing of than for borrowed money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred entered into in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertybusiness, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not provided that all such liens in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct have no reasonable likelihood of the business of the Borrower and its Subsidiaries taken as causing a wholeMaterial Adverse Effect; (4iv) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens current taxes, assessments or attachments other governmental charges that shall are not have been in existence for a period longer than 30 days after the creation thereof, delinquent or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay remain payable without any penalty or if such an attachment is that are being actively contested in good faith and with due diligence by appropriate proceedings, provided that all such liens in the aggregate have no reasonable likelihood of causing a Material Adverse Effect and, if requested by the Bank, the Borrower or such Subsidiary has established reserves satisfactory to the Bank with respect thereto; (v) Liens of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as set forth in Sections 8.1(l) or (m) hereof; (vi) Liens with respect to any Realty occupied by the Borrower or any of its Subsidiaries, (a) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for a period longer than 30 its intended purposes or the value thereof, and (b) any other Lien or exception to coverage described in mortgagee policies of title insurance issued in favor of and accepted by the Bank; (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(vii), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the creation thereofacquisition (or completion of construction or improvement) by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed the cost to the Borrower or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower or any of its Subsidiaries except assets then being financed solely by the same financing source; (7viii) Liens securing the Indebtedness permitted under Section 7.2(iv) with respect to the assets of the franchise or other entity acquired thereby, with all such Liens existing as of the Closing Date and disclosed set forth on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements7.3(viii) hereof; provided that they are limited to the equipment subject Indebtedness giving rise to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not exceed $5,000,000 at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets without the prior written consent of the Bank (not to be unreasonably withheld, delayed or conditioned); and provided further that Borrower or any Subsidiary not financed by such a purchase money obligation; (13shall deliver to the Bank an updated Schedule 7.3(viii) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause financial statements required to be made provision whereby the Notes will be secured equally delivered by Sections 5.1(a) and ratably with 5.1(b) identifying all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any Liens existing at such provision is made pursuant to this Section 7.2(b)time. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).

Liens and Encumbrances. 11.1 To the extent that MH has timely paid all amounts due to Service Provider under this Agreement (including a Service Order) the Service Provider shall not register, nor shall the Service Provider permit or suffer to exist the registration of any mortgage, lien, pledge, judgment, execution, charge, security interest, restriction, claim or encumbrance of any nature whatsoever (“Encumbrance”) against the real property interest of MH or Client (a “Service Provider Lien”). For greater certainty, MH shall be considered to have timely paid the Service Provider if all amounts owed and not subject to dispute or to any rights of set-off or withholding under this Agreement or under the Prime Contract have been paid in accordance with the terms of this Agreement. 11.2 If the Service Provider fails to comply with its obligations in Section 11.1 within ten (10) working days of notice of the existence thereof from any source, MH shall be entitled to pay into court an amount required to obtain an order from a court of competent jurisdiction vacating the Service Provider Lien. Upon the exercise by the MH of its rights under this Section 11.2, MH shall be entitled to immediately recover from Service Provider and may exercise set-off rights with respect to: (a) Neither the Borrower nor any Subsidiary will (a) cause or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), any of its real or personal property, whether now owned or subsequently acquired, to be subject to any Lien other than Liens described below (which may herein be referred to as "Permitted Liens"): (1) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be amount paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only into court pursuant to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedingspreceding sentence, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (2) Liens incurred or deposits made in the ordinary course of business (A) in connection with worker's compensation, unemployment insurance, social security and other like laws, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal and performance bonds and other similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred in the ordinary course of business and are incidental to the conduct of its business or ownership of its property, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct of the business of the Borrower and its Subsidiaries taken as a whole; (4) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens or attachments that shall not have been in existence for a period longer than 30 days after the creation thereof, or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay or if such an attachment is being actively contested in good faith and by appropriate proceedings, for a period longer than 30 days after the creation thereof; (7) Liens existing as of the Closing Date and disclosed on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements) provided that they are limited to the equipment subject to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets of the Borrower or any Subsidiary not financed by such a purchase money obligation; (13) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to all costs and expenses incurred by the MH (including, without limitation, legal expenses on a Lien full indemnity basis) in violation the exercise of Section 7.2(a), the Borrower will make or cause to be made provision whereby the Notes will be secured equally and ratably with all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto its rights under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any such provision is made pursuant to this Section 7.2(b)Section11.2. 11.3 Service Provider shall indemnify and hold harmless MH, its respective parent, subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns from and against any claims, demands, losses, settlements, costs, expenses, penalties, damages, actions, suits, or proceedings (c“Claims”) Neither the Borrower nor any Subsidiary will agree with any third party not related to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions)Service Provider Liens.

Liens and Encumbrances. (a) Neither the Borrower nor Create, assume or suffer to exist any Subsidiary will (a) cause Lien in or permit or (b) agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), on any of its property, real or personal propertypersonal, whether now owned or subsequently hereafter acquired, to be subject to any Lien other than Liens described below except for (which may herein be referred to as "collectively, the “Permitted Liens"”): (1i) Liens securing the payment of taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, which payments are not yet due and payable or (as to taxes) may be paid without interest or penalty; provided, that, if such payments are due and payable, such Liens shall be permitted hereunder only to the extent that (A) all claims that the Liens secure are being actively contested in good faith and by appropriate proceedings, (B) adequate book reserves have been established with respect thereto to the extent required by generally accepted accounting principles, and (C) such Liens do not in the aggregate materially interfere with the owning company's use of property necessary or material to the conduct favor of the business of Bank created by or otherwise existing under or in connection with this Agreement and the Borrower and its Subsidiaries taken as a wholeother Credit Documents; (2ii) Liens imposed by mandatory provisions of law of carriers, warehousemen, mechanics and materialmen incurred or deposits made in the ordinary course of business for sums not yet due and payable; (Aiii) Liens incurred in the ordinary course of business in connection with worker's ’s compensation, unemployment insurance, social security and insurance or other like lawsforms of governmental insurance or benefits, or (B) to secure the performance of letters of credit, bids, tenders, sales contracts, leases, statutory obligations, surety, appeal leases and performance bonds and contracts (other similar obligations, in each case not incurred in connection with the borrowing of than for borrowed money, the obtaining of advances or the payment of the deferred purchase price of property; (3) Liens not otherwise described in Section 7.2(a)(1) or (2) that are incurred entered into in the ordinary course of business and are incidental to the conduct of its business or ownership of its propertybusiness, were not incurred in connection with the borrowing of money, the obtaining of advances or the payment of the deferred purchase price of property and do not provided that all such liens in the aggregate materially detract from the value of, or materially interfere with the owning company's use of, property necessary or material to the conduct have no reasonable likelihood of the business of the Borrower and its Subsidiaries taken as causing a wholeMaterial Adverse Effect; (4iv) Liens in favor of the Agent for the benefit of the Lenders; (5) Liens permitted under Existing Loan Agreements; (6) Judgment liens current taxes, assessments or attachments other governmental charges that shall are not have been in existence for a period longer than 30 days after the creation thereof, delinquent or if a stay of execution shall have been obtained, for a period longer than 30 days after the expiration of such stay remain payable without any penalty or if such an attachment is that are being actively contested in good faith and with due diligence by appropriate proceedings, provided that all such liens in the aggregate have no reasonable likelihood of causing a Material Adverse Effect and, if requested by the Bank, the Borrower or such Subsidiary has established reserves satisfactory to the Bank with respect thereto; (v) Liens of judgments, execution, attachment or similar process which will not result or have not yet resulted in the occurrence of an Event of Default as set forth in Sections 8.1(k) or (l) hereof; (vi) Liens with respect to any Realty occupied by the Borrower or any of its Subsidiaries, or HB Service or any of its Subsidiaries, (a) all easements, rights of way, reservations, licenses, encroachments, variations and similar restrictions, charges and encumbrances on title that do not secure monetary obligations and do not materially impair the use of such property for a period longer than 30 its intended purposes or the value thereof, and (b) any other Lien or exception to coverage described in mortgagee policies of title insurance issued in favor of and accepted by the Bank; (vii) Liens securing the purchase money Indebtedness permitted under Section 7.2(ix), provided that (x) any such Lien shall attach to the property being acquired, constructed or improved with such Indebtedness concurrently with or within ninety (90) days after the creation thereofacquisition (or completion of construction or improvement) by the Borrower or such Subsidiary, (y) the amount of the Indebtedness secured by such Lien shall not exceed the cost to the Borrower, HB Service or such Subsidiary of acquiring, constructing or improving the property and any other assets then being financed solely by the same financing source, and (z) any such Lien shall not encumber any other property of the Borrower, HB Service or any of its Subsidiaries except assets then being financed solely by the same financing source; (7viii) Liens of California First Leasing Corporation with respect to the certain equipment leased therefrom and securing the Indebtedness permitted under Section 7.2(vi); and (ix) Liens securing the Indebtedness permitted under Section 7.2(v) with respect to the assets of the franchise or other entity acquired thereby, with all such Liens existing as of the Closing Third Amendment Date and disclosed set forth on the Disclosure Schedule hereto; (8) Liens provided for in equipment or Financing Leases (including financing statements and undertakings to file financing statements7.3(ix) hereof; provided that they are limited to the equipment subject Indebtedness giving rise to such leases and the proceeds thereof; (9) Leases or subleases with third parties or licenses and sublicenses granted to third parties not interfering in any material respect with the business of the Borrower or any Subsidiary of the Borrower; (10) Any Lien on any asset of any corporation existing at the time such corporation is merged into or consolidated with the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (11) Any Lien existing on any asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower and not created in contemplation of such event; (12) Liens in respect of any purchase money obligations for tangible property used in its business, which obligations shall not exceed $2,500,000 at any time exceed 5% of consolidated Tangible Net Worth, provided that any such encumbrances shall not extend to property and assets without the prior written consent of the Bank (not to be unreasonably withheld, delayed or conditioned); and provided further that Borrower or any Subsidiary not financed by such a purchase money obligation; (13shall deliver to the Bank an updated Schedule 7.3(ix) Easements, rights of way, restrictions and other similar charges or Liens relating to real property and not interfering in a material way with the ordinary conduct of its business; and (14) Liens on its property or assets created in connection with the refinancing of Indebtedness secured by Permitted Liens on such property, provided that the amount of Indebtedness secured by any such Lien shall not be increased as a result of such refinancing and no (b) In case any property is subjected to a Lien in violation of Section 7.2(a), the Borrower will make or cause financial statements required to be made provision whereby the Notes will be secured equally delivered by Sections 5.1(a) and ratably with 5.1(b) identifying all other obligations secured by such property, and in any case the Notes shall have the benefit, to the full extent that the holders may be entitled thereto under applicable law, of an equitable Lien equally and ratably securing the Notes. Such violation of Section 7.2(a) shall constitute an Event of Default hereunder, whether or not any Liens existing at such provision is made pursuant to this Section 7.2(b)time. (c) Neither the Borrower nor any Subsidiary will agree with any third party not to cause or permit any of its real or personal property, whether now owned or subsequently acquired, to be subject to Liens (with or without exceptions).