Common use of Liens, Etc Clause in Contracts

Liens, Etc. Create or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): --------------- (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create Neither Obligor will, nor will either Obligor permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of such Obligor or any Restricted Subsidiary, whether now owned or held or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Notes in accordance with the provisions of Section 10.17), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be at the time required by Section 7.01(c) hereof10.9; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)landlords and carriers, such as landlords' liensvendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is not be at the time required by Section 7.01(c) hereof10.9, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (vc) deposits, pledges or Liens (other than Liens arising under ERISA any Lien imposed by ERISA) incurred or deposits made in the Internal Revenue Codeordinary course of business (i) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course deferred purchase price of business and secure obligations which are not past dueproperty; (vid) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after expiration of any such stay; (e) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities or encumbrances, which, in each case, are granted, entered into or created in the title thereto ordinary course of the business of Star Gas or any Subsidiary and which do not interfere with the ordinary conduct of the business of Star Gas or any Subsidiary; (Af) secure obligations for Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to Star Gas or any other Restricted Subsidiary; (g) Liens existing on the payment Assets at the time of moneythe acquisition thereof by Star Gas and described in Schedule 10.2; (h) Liens created by any of the Security Documents; (i) Liens created by any of the Security Documents securing Indebtedness incurred in accordance with Section 10.1(b) or, to the extent incurred to finance the making of capital improvements, repairs and additions to Star Gas's Assets, Section 10.1(f) (but only to the extent it complies with the requirements thereof), provided that (1) such Liens are effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Security Documents with the holders of the Notes and of other Indebtedness secured under the Security Documents as provided in Section 10.1(b) or 10.1(f), (B2) materially impair the Security Documents are amended to the extent necessary to extend the Lien thereof to any property or assets acquired or otherwise financed with the proceeds of such Indebtedness, (3) Star Gas has delivered to the Trustee an Officers' Certificate demonstrating that the principal amount of such Indebtedness does not exceed the lesser of the cost to Star Gas of such property or assets and the fair market value of such property or materially impair the use thereof assets (as determined in good faith by the Borrowersgeneral partner of Star Gas), that such incurrence of Indebtedness pursuant to Section 10.1(b) or 10.1(f), as the Guarantors case may be, complies in all respects with the requirements of such Section and that the amendments to the Security Documents required by this Section 10.2(i) and the filing and recordation of such amendments and related supplements will not have a Material Adverse Effect, and (4) Star Gas has delivered to the Trustee an opinion of counsel reasonably satisfactory to the Trustee to the effect that the Lien of the Security Documents has attached and is perfected with respect to such additional property and assets; (j) Liens existing on any property of any Person at the time it becomes a Restricted Subsidiary, or existing prior to the time of acquisition (and not created in anticipation of such acquisition) upon any property acquired by Star Gas or any Restricted Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by Star Gas or such Restricted Subsidiary, or created to secure Indebtedness incurred under Section 10.1(f) to pay all or any part of their Subsidiaries the purchase price ("Purchase Money Lien") of property acquired by Star Gas or a Restricted Subsidiary, provided that (i) any such Lien shall be confined solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property, (ii) such item or items of property so acquired (other than property (which may include stock or other equity interests) subject to Liens existing prior to the time of acquisition and not created in anticipation of such acquisition) are not required to become part of the Mortgaged Property under the terms of the Security Documents, (iii) the principal amount of the Indebtedness secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost of such property to Star Gas or such Restricted Subsidiary, as the case may be, and (B) the fair market value of such property (as determined in good faith by the general partner of Star Gas) at the time such Person owning such property becomes a Restricted Subsidiary or at the time of such acquisition by Star Gas or such Restricted Subsidiary, as the case may be, (iv) any such Purchase Money Lien shall be created not later than 90 days after, in the normal conduct case of property, its acquisition, or, in the case of improvements, their completion and (v) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person's businessbecoming a Restricted Subsidiary or such acquisition of property by Star Gas or any Subsidiary; (viik) Liens created in amounts not exceeding $100,000 incurred, required or provided for under the Factoring Agreementsstate law in connection with self-insurance arrangements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ixl) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentarising from or constituting Permitted Encumbrances; and (xim) Liens in favor any Lien renewing, extending or refunding any Lien permitted by the foregoing subdivisions of this Section 10.2, provided that (i) the Indebtedness secured by any such Lien shall not exceed the amount of such Indebtedness outstanding immediately prior to the renewal, extension or refunding of such Lien, (ii) no Assets encumbered by any such Lien other than the Assets encumbered immediately prior to such renewal, extension or refunding shall be encumbered thereby and (iii) the maturity date of the Sellers on Indebtedness secured by any such Lien shall not be sooner than the Capital Stock maturity date of Xxxx-Xx securing such Indebtedness outstanding immediately prior to the Xxxx-Xx Earn Out Paymentrenewal, extension or refunding of such Lien.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of their ----------- Subsidiaries (other than the Excluded Subsidiaries) to create create, incur, assume or suffer to exist, directly or indirectly, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries (other than any Excluded Subsidiary) to assign or otherwise transfer, any right to receive income, other than the following (each, a "Permitted LiensLien"): ---------------): (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iviii) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (viv) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (viv) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, money or (B) materially impair the value of such property or materially impair the use thereof by any of the Borrowers, the Guarantors Companies or any of their Subsidiaries in the normal conduct of such Person's business; (viivi) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in Term Loan Documents, subject to the ordinary course of business provisions of the BorrowersIntercreditor Agreement; provided that (A) any such Liens shall secure the Drop Down Term Loans or any Permitted Refinancing thereof together with interest thereon and other obligations relating thereto not constituting indebtedness for borrowed money, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company (B) the aggregate principal amount of Indebtedness secured thereby shall not exceed $500,000 250,000,000 in respect of the Drop Down Term Loan Agreement less the aggregate amount of all repayments, prepayments, repurchases or redemptions, DOC ID - 18336046.11 whether optional or mandatory, in respect thereof), it being understood that the dollar limitation on Drop Down Term Loans, and any Permitted Refinancing thereof, set forth in clause (B) above shall decrease dollar for the Borrowersdollar upon any repayment, the Guarantors prepayment, repurchase or redemption, but no reduction shall occur in connection with any Permitted Refinancing thereof, and their Subsidiaries; (ixC) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens any lien or security interest in favor of Old ME Corp. any Term Loan Agent in IDB Revolving Facility First Lien Collateral (as defined in the Intercreditor Agreement) shall be junior and subordinate to the lien and security interest of the Agent therein, and any such Term Loan Agent shall have become party to, and the applicable Term Loan Lenders shall be bound by, an Intercreditor Agreement (it being understood and agreed that notwithstanding anything in this Agreement to the contrary, in no event shall any Indebtedness of any Company that is not an MLP Party or any Excluded Subsidiary be secured by a Lien on the Capital Stock any asset or property of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentany MLP Party); and (xivii) so long as no Event of Default has occurred or is continuing or will result from the creation or existence of any such Liens in favor and such Liens do not encumber or otherwise cover any of the Sellers on the Capital Stock of Xxxx-Xx Collateral securing the Xxxx-Xx Earn Out PaymentObligations hereunder and under the other Loan Documents (other than with respect to the License Agreement), other Liens (whether in one transaction or in a series of related transactions) (A) securing obligations, actual or contingent, in an aggregate amount not to exceed $25,000,000 at any time outstanding, or (B) securing obligations, actual or contingent, in an aggregate amount greater than $25,000,000, provided that prior to the creation or existence or incurrence of any such Lien the Borrowers deliver to the Agent a certificate of a Responsible Officer of the Administrative Borrower, certifying that (I) immediately before and after the creation or incurrence of any such Liens, no Event of Default has occurred or is continuing or will result from the creation or incurrence of any such Liens, (II) as of the last Fiscal Quarter for which financial statements were delivered to the Lenders pursuant to Section 7.01(a)(i), on a pro forma basis after giving effect to such creation or incurrence of Indebtedness, Liens or other obligations as if it had occurred at the beginning of the most recent fiscal period of four Fiscal Quarters for which such financial statements were delivered, Alon USA and its Consolidated Subsidiaries would be in compliance with the covenants contained in Section 7.02(i) hereof (which certification shall set forth in reasonable detail the Borrowers' calculations, shall be prepared both on a reasonable basis and in good faith and based on assumptions believed by the Borrowers to be reasonable at the time made), and (III) such Liens do not encumber the Collateral securing the Obligations hereunder and under the other Loan Documents.

Liens, Etc. Create Create, incur or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur or suffer to exist, any Lien upon on or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign upon any income or otherwise transferprofits therefrom, or acquire or agree to acquire, or permit any of its Subsidiaries Subsidiary to assign or otherwise transferacquire, any right to receive incomeproperty or assets upon conditional sales agreements or other title retention devices, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to for taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the Loan Documentstime required by Section 5.01(a) or (b); (ii) Liens existing on any Lien of or resulting from any judgment or award; provided that either (A) the date hereofamount secured thereby does not exceed $200,000,000 or (B) if the amount secured thereby does exceed $200,000,000, as set forth the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in Schedule 7.02(a)(ii) heretogood faith be prosecuting an appeal or proceeding for a review thereof, and the renewal and replacement execution of such Liens, provided that any such renewal judgment or replacement Lien award shall be limited to the property stayed pending such appeal or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedproceeding for review; (iii) Liens for taxes, assessments or governmental charges or levies incidental to the extent that conduct of business conducted by the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens Borrower and other similar Liens, arising its Subsidiaries in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Codeownership of properties and assets owned by the Borrower and its Subsidiaries (including (x) securing (A) obligations incurred Liens in respect of workers' connection with worker’s compensation, unemployment insurance or and other forms of governmental insurance or benefitslike laws, (By) the performance of bids, tenders, leases, contracts (other than for the payment of money) warehousemen’s and attorneys’ liens and statutory obligationslandlords’ liens and (z) Liens consisting of any right of offset, or (C) obligations statutory or consensual banker’s lien, on surety bank deposits or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise securities accounts maintained in the ordinary course of business and secure obligations which so long as such bank deposits or securities accounts are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations established or maintained for the payment purpose of moneyproviding such right of offset or banker’s lien) and Liens to secure the performance of bids, tenders or trade contracts, or (B) materially impair the value to secure statutory obligations, surety or appeal bonds or other Liens of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held like general nature incurred in the ordinary course of business of the BorrowersBorrower and its Subsidiaries and not in connection with the borrowing of money, provided in each case, the Guarantors obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (iv) survey exceptions or encumbrances, encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other restrictions as to the use of real properties, which are necessary or appropriate in the good faith judgment of the Borrower for the conduct of the business of the Borrower and its Subsidiaries and which, individually or in the aggregate, do not in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its Subsidiaries taken as a whole; (v) Liens securing Indebtedness not exceeding in any Fiscal Year of a Subsidiary to the Borrower or to another Subsidiary; (vi) Liens existing as of the Company Effective Date and reflected in Schedule 5.02(a) hereto, including any renewals, extensions or replacements of any such Lien, provided that: (A) no additional property is encumbered in connection with any such renewal, extension or replacement of any such Lien; and (B) there is no increase in the aggregate principal amount of $500,000 for Debt secured by any such Lien from that which was outstanding or permitted to be outstanding with respect to such Lien as of the BorrowersEffective Date or the date of such renewal, extension or replacement, whichever is greater, other than increases attributable to accrued interest, premiums, fees and expenses payable by the Borrower in connection with such renewal, extension or replacement; (vii) (x) Liens incurred after the Effective Date given to secure the payment of the purchase price and/or other direct costs incurred in connection with the acquisition, construction, improvement or rehabilitation of assets (including Liens incurred by the Borrower or any Subsidiary securing Debt incurred in connection with industrial development bond and pollution control financings), and (y) Liens existing on assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets, whether or not such existing Liens were given to secure the payment of the purchase price of the assets to which they attach, provided that (A) except in the case of Liens existing on assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets, the Guarantors Lien shall be created within twelve (12) months of the later of the acquisition of, or the completion of the construction, improvement or rehabilitation in respect of, such assets and their shall attach solely to the assets acquired, purchased, or financed, and (B) except in the case of Liens existing on assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets or Liens in connection with industrial development bond or pollution control financings, at the time of the incurrence of such Lien, the aggregate amount remaining unpaid on all Debt secured by Liens on such assets whether or not assumed by the Borrower or a Subsidiary shall not exceed an amount equal to 75% of the lesser of the total purchase price or fair market value, at the time such Debt is incurred, of such assets (as determined in good faith by the Board of Directors of the Borrower); (viii) Liens arising from the sale or transfer of accounts receivable and notes of the Borrower and its Subsidiaries, provided that the Borrower and its Subsidiaries shall receive adequate consideration therefor; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g)on notes or accounts receivable sold or transferred in a transaction which is accounted for as a true sale under GAAP; (x) Liens in favor securing Debt and other obligations, to the extent that such Liens are not otherwise permitted by this Section 5.02(a), provided that immediately after giving effect to the incurrence of Old ME Corp. on any such Lien, the Capital Stock sum of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andaggregate principal amount of all outstanding Debt and other obligations secured by Liens permitted solely by reason of this Section 5.02(a)(x) (together with any renewals, extensions, refinancings or refundings thereof) shall not exceed the higher of (A) 15% of Consolidated Net Tangible Assets and (B) $200,000,000; (xi) Liens incurred in favor connection with any renewals, extensions, refinancings or refundings of any Debt secured by Liens described in Section 5.02(a)(vii), (viii), (ix) or (x), provided that there is no increase in the aggregate principal amount of Debt secured thereby, other than increases attributable to accrued interest, premiums, fees and expenses payable by the Borrower in connection with such renewal, extension or refinancing or refunding, and no additional property is encumbered; (xii) Liens on assets securing obligations under Hedge Agreements entered into in the ordinary course of business and for non-speculative purposes, provided that the aggregate fair market value of assets pledged in reliance on this clause (xii) shall not at any time exceed $50,000,000; (xiii) Liens of collecting banks arising under Section 4-210 of the Sellers UCC; and (xiv) Liens of issuers or nominated persons arising under Section 5-118 of the UCC on documents presented under letters of credit. In the Capital Stock event that any property of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentBorrower or its Subsidiaries is subjected to a lien in violation of this Section 5.02(a), but no other provision of this Agreement (the Indebtedness secured by such lien being referred to as “Prohibited Secured Indebtedness”), such violation shall not constitute an Event of Default hereunder if the Borrower, substantially simultaneously with the incurrence of such lien, makes or causes to be made a provision whereby the obligations of the Borrower under the Loan Documents will be secured equally and ratably with all Prohibited Secured Indebtedness and delivers to the Agent and the Lenders an opinion to that effect, and, in any case, such obligations shall have the benefit, to the full extent that, and with such priority as, the Lenders may be entitled to under applicable law, of an equitable lien to secure such obligations on such property of the Borrower or its Subsidiaries that secures Prohibited Secured Indebtedness. The opinion referred to in the preceding sentence shall be addressed to the Administrative Agent and the Lenders, shall contain such qualifications and limitations as are reasonably acceptable to the Administrative Agent and the Required Lenders and shall be delivered by counsel of nationally recognized standing selected by the Borrower and satisfactory to the Administrative Agent and the Required Lenders. Such counsel shall be deemed to be satisfactory to the Administrative Agent and the Required Lenders unless, during the 15 day period after the Agent has received written notice identifying such counsel, the Administrative Agent shall have objected to such selection in writing to the Borrower.

Liens, Etc. Create Create, assume or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon or with respect to any of their properties, rights its property or assets (other assetsthan Unrestricted Margin Stock), whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries ; provided that this Section shall not apply to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------following: (i) Liens created pursuant to the Loan Documentsfor taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) other statutory, common law or contractual Liens incidental to the conduct of its business or the ownership of its property and assets that (A) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (B) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) Liens on property or assets to secure obligations owing to any member of the Consolidated Group; (vi) (A) purchase money Liens on fixed assets or for the deferred purchase price of property; provided that such Lien is limited to the purchase price and only attaches to the property being acquired and (B) capital leases; (vii) easements, zoning restrictions or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any member of the Consolidated Group; (viii) Liens existing on the date hereofof this Agreement and, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising securing obligations in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount excess of $500,000 for the Borrowers25,000,000, the Guarantors and their Subsidiariesset forth on Schedule 5.02(a) hereto; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g)any Lien granted to Agent, for the benefit of the Lenders; (x) Liens on Receivables Related Assets of a Receivables Subsidiary in favor connection with the sale of Old ME Corp. such Receivables Related Assets pursuant to Section 5.02(f)(iii) hereof; (xi) in addition to the Liens permitted herein, additional Liens, so long as the aggregate principal amount of all Debt and other obligations secured by such Liens, when taken together with, without duplication, the principal amount of all Debt of Subsidiaries that are not Guarantors incurred pursuant to Section 5.02(e)(viii) below, does not exceed an amount equal to 10% of the Consolidated Total Assets at the time such Debt or other obligation is created or incurred; (xii) Permitted Encumbrances; (xiii) any Lien existing on any property or asset prior to the Capital Stock acquisition thereof by any member of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentConsolidated Group or existing on any property or assets of any Person at the time such Person becomes a Subsidiary after the Closing Date; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien does not apply to any other property or assets of any member of the Consolidated Group (other than Persons who become members of the Consolidated Group in connection with such acquisition); (xiv) Liens arising in connection with any margin posted related to Hedge Agreements entered other than for speculative purposes; (xv) any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clauses (vi), (viii), (xi) and (xiii) of this Section 5.02(a); provided that (x) the principal amount of the obligations secured thereby shall be limited to the principal amount of the obligations secured by the Lien so extended, renewed or replaced (and, to the extent provided in such clauses, extensions, renewals and replacements thereof), (y) such Lien shall be limited to all or a part of the assets that secured the obligation so extended, renewed or replaced and (z) in the case of any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clause (xi) of this Section 5.02(a) such extension, renewal or replacement (or successive renewals or replacements) shall utilize basket capacity under such clause (xi) prior to any excess amount not permitted thereunder being permitted under this clause (xv); and (xixvi) Liens in favor on the products and proceeds (including, without limitation, insurance condemnation and eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property subject to Liens under any of the Sellers on the Capital Stock paragraphs of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentthis Section 5.02(a).

Liens, Etc. Create The Company will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Company or any Restricted Subsidiary, whether now owned or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Obligations in accordance with the provisions of Section 7.12), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be required by yet due and payable or which is being contested in compliance with Section 7.01(c) hereof7.5 hereof and Section 1.18 of the Mortgages; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)lessors, such as landlords' lienslandlords and carriers, vendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is being contested in compliance with Section 7.5 hereof and Section 1.18 of the Mortgages, in each case (i) not be required by Section 7.01(cincurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) hereofincurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and precautionary Liens in favor of lessors under capital leases and leases of equipment in the ordinary course of business; (vc) deposits, pledges or Liens (other than Liens arising under ERISA any Lien imposed by ERISA) incurred or deposits made in the Internal Revenue Codeordinary course of business (i) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the payment borrowing of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vid) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit; (f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay; (g) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities or encumbrances, which, in the title thereto which do not each case either (Ai) secure obligations for the payment of moneyare granted, entered into or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of the business of the BorrowersCompany or any Restricted Subsidiary or (ii) do not, individually or in the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year aggregate, present a reasonable likelihood of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiarieshaving a Material Adverse Effect; (ixh) Liens on property or assets of any Restricted Subsidiary securing Capitalized Leases permitted Indebtedness of such Restricted Subsidiary owing to the Company or a Wholly-Owned Restricted Subsidiary; (i) [Intentionally omitted]; (j) Liens created by any of the Security Documents securing Indebtedness evidenced by the Mortgage Notes, the Series D First Mortgage Notes or the Series E First Mortgage Notes (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with Section 7.02(g8.1(a); (xk) Liens created by any of the Security Documents securing the Indebtedness incurred under the Acquisition Commitment (or any extension, renewal, refunding, replacement-or refinancing of any such Indebtedness) in favor accordance with Section 8.1(c); (l) Liens created by any of Old ME Corp. the Security Documents securing the Indebtedness, or Letters of Credit, incurred under the Revolving Commitment (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with Section 8.1(e); (m) Liens (other than the Liens referred to in clauses (j), (k) or (l) above) securing Indebtedness represented by the Series D First Mortgage Notes, the Series E First Mortgage Notes or other Indebtedness incurred in accordance with Section 8.1(b), 8.1(e) or 8.1(l) or, to the extent incurred (i) to repay Indebtedness or letter of credit obligations incurred and outstanding under the Acquisition Commitment or the Revolving Commitment (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness), (ii) to finance the making of expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on the books of the Company and the Restricted Subsidiaries in accordance with GAAP) of or additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, or (iii) by assumption in connection with additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, under Section 8.1(f), provided, that (1) such Liens are effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Security Documents with the holders of the Notes and the other Indebtedness secured under the Security Documents, (2) in the case of Indebtedness incurred in accordance with Section 8.1(b) or Section 8.1(f) to finance the making of additions to the General Collateral, the Company has delivered to the Collateral Agent an Officers' Certificate demonstrating that the principal amount of such Indebtedness (net of transaction costs funded by the proceeds of such Indebtedness) does not exceed the lesser of the cost to the Company and the Restricted Subsidiaries of such additional property or assets and the fair market value of such additional property or assets at the time of the acquisition thereof (as determined in good faith by the General Partner), and (3) the Company has delivered to the Collateral Agent an opinion of counsel reasonably satisfactory to the Collateral Agent with regard to the attachment and perfection of the Lien of the Security Documents with respect to such additional property and assets; (n) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Company, or existing at the time of acquisition upon any property acquired by the Company or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Company or such Subsidiary, or created to secure Indebtedness incurred under Section 8.1(f) to pay all or any part of the purchase price (a "Purchase Money Lien") of property (including without limitation Capital Stock and other securities) acquired by the Company or a Restricted Subsidiary, provided, that (i) any such Lien shall be confined solely to such item or items of Miss Xxxxx securing property and, if required by the Miss Xxxxx Earn Out Paymentterms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with such acquired property, (ii) such item or items of property so acquired are not required to become part of the General Collateral under the terms of the Security Documents, (iii) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Company and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iv) any such Purchase Money Lien shall be created not later than 30 days after the acquisition of such property and (v) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person's becoming a Subsidiary of the Company or such acquisition of property by the Company or any Subsidiary; (o) easements, exceptions or reservations in any property of the Company or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Company or any Restricted Subsidiary; (p) Liens arising from or constituting Permitted Encumbrances as defined under the Security Documents; and (xiq) Liens in favor any Lien renewing or extending any Lien permitted by subsection (h), (i), (j), (k), (l), (m) or (n) of this Section 8.3, provided, that (i) the principal amount of the Sellers Indebtedness secured by any such Lien shall not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien (together with, in the case of Indebtedness permitted by Section 8.1(a), any accrued interest thereon and prepayment charges with respect thereto), and (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be encumbered thereby. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Security Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h), (o) and (to the extent that any such Lien extends or renews a Lien permitted by subsection (h) of this Section 8.3) (q) of this Section 8.3, the Company will not permit AEPLP or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on the Capital Stock or with respect to any property or asset (including any document or instrument in respect of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentgoods or accounts receivable) of AEPLP or such Subsidiary, whether such property or assets are now owned or held or hereafter acquired, or any income or profits therefrom.

Liens, Etc. Create Create, assume or suffer to existexist any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or permit any other type of their ----------- Subsidiaries to create or suffer to existpreferential arrangement (each of the foregoing, any Lien a “Lien”), upon or with respect to the properties or rights of any Borrower (but excluding, in any event, the property and rights of their properties, rights or other assetsany Regulated Subsidiary), whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, as collateral any right to receive income, other than services or property; provided, however, that the following ("Permitted Liens"): ---------------shall be permitted to exist: (i) Liens created pursuant to the Loan Documentsfor taxes, assessments or governmental charges not delinquent; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, for workmen’s compensation awards and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount similar obligations not greater than the amount of Indebtedness secured by the Lien renewed or replaceddelinquent; (iii) Liens for taxes, assessments or governmental charges or levies to delinquent but the extent that validity of which is being contested at the payment thereof shall not be required time in good faith by Section 7.01(c) hereofappropriate proceedings; (iv) Liens created existing upon any property acquired by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising Person in the ordinary course of business and securing claims the payment (other than any such Lien created in contemplation of which shall not be required by Section 7.01(c) hereofsuch acquisition); (v) deposits, pledges or Liens (other than Liens arising under ERISA in connection with sales or the Internal Revenue Codetransfers of, or financings secured by, accounts receivable or related contracts; (vi) Liens securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easementsin respect of any interest rate, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, currency or (B) materially impair the value of such property commodity swap or materially impair the use thereof by the Borrowers, the Guarantors hedge or any of their Subsidiaries in the normal conduct of such Person's businessother interest rate, currency or commodity risk protection arrangement; (vii) Liens created in respect of property of (A) any Borrower existing on the date hereof and described in Schedule 5.02 or (B) WGP under the Factoring AgreementsWGP Indenture, as modified, supplemented or replaced from time to time; provided that, after giving effect to any modification, supplement or replacement of the WGP Indenture, the collateral subject to the WGP Indenture does not extend to property of the Borrowers other than property of WGP; and provided further that the Net Cash Proceeds of any Debt issued under the WGP Indenture shall be applied to reduce the Commitments or prepay the Loans (as applicable) of WGP pursuant to Section 2.11; (viii) purchase money liens on or purchase money security interests Liens in equipment respect of property acquired or held in constructed by any Borrower after the ordinary course Effective Date that are created at the time of business or within 120 days after acquisition or completion of construction of such property to secure Debt assumed or incurred to finance all or any part of the Borrowerspurchase price or cost of construction of such property, the Guarantors and their Subsidiaries securing Indebtedness not exceeding provided that in any Fiscal Year such case (A) no such Lien shall extend to or cover any other property of the Company such Borrower and (B) the aggregate principal amount of $500,000 for Debt secured by all such Liens in respect of any such property shall not exceed the Borrowers, the Guarantors cost of such property and their Subsidiariesany improvements then being financed; (ix) extensions, renewals or replacements of any Liens securing Capitalized Leases permitted by Section 7.02(gclause (vii)(A) above (including successive extensions, renewals and replacements);, provided in each case that the principal amount of Debt (or the maximum commitment therefore) secured by any such Lien is not increased and such Lien does not extend to or cover any property other than the property covered by such Lien on the date of such extension, renewal or replacement; and (x) Liens created by or resulting from litigation or legal proceedings that are currently being contested in favor of Old ME Corp. on good faith by appropriate proceedings and do not involve amounts that in the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentaggregate would exceed $10,000,000; and (xi) Liens in favor incidental to the normal conduct of the Sellers on business of any Borrower or any Subsidiary of such Borrower or the Capital Stock ownership of Xxxx-Xx securing its property that are not incurred in connection with the Xxxx-Xx Earn Out Paymentincurrence of Debt and that do not in the aggregate materially impair the use of such property in the operation of the business of such Borrower and its Subsidiaries taken as a whole or the value of such property for the purposes of such business.

Liens, Etc. Create The Borrower shall not create or suffer to exist, or ---------- and shall not permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their its or such Subsidiary's properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, other than the following ("Permitted Liens"): ---------------except for: (ia) Liens created pursuant to the Loan Collateral Documents; (iib) Liens existing on Any Lien securing the date hereofrenewal, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement extension or refunding of such Liens, provided that any such renewal Indebtedness or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness other obligation secured by any such renewal Lien permitted by subsections (g) or replacement Lien shall be (h) of this Section 7.1 without any increase in an amount not greater than the amount of Indebtedness secured by thereby or in the Lien renewed or replacedassets subject to such Lien; (iiic) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Borrower or any of its Subsidiaries in the ordinary course of business which secure its obligations to such Person; provided, however, that (i) the Borrower -------- ------- or such Subsidiary is not in default with respect to such payment obligation to such Person and (ii) the Borrower or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof; (d) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies to levies; provided, however, that neither the extent that the Borrower -------- ------- nor any of its Subsidiaries is in default in respect of any payment thereof shall not be required by Section 7.01(c) hereofobligation with respect thereto; (ive) Liens created by operation of law incurred or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens pledges and other similar Liens, arising deposits made in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance or insurance, old-age pensions and other forms of governmental insurance or social security benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vif) Zoning restrictions, easements, rights-of-waylicenses, zoning and similar reservations, restrictions and other similar charges and encumbrances on the use of real property and or minor irregularities in the title incident thereto which do not (A) secure obligations for in the payment of money, or (B) aggregate materially impair detract from the value or use of the property or assets of the Borrower or any of its Subsidiaries or impair, in any material manner, the use of such property or materially impair for the use thereof purposes for which such property is held by the Borrowers, the Guarantors Borrower or any of their Subsidiaries in the normal conduct of such Person's businessSubsidiary; (viig) Liens created under existing on the Factoring Agreementsdate of this Agreement and disclosed on Schedule 7.1; (viiih) purchase money liens on Liens to secure Capitalized Lease Obligations if the incurrence of such Indebtedness is permitted by Section 7.2(iv); provided, however, that: -------- ------- (i) any such Lien is created solely for the purpose of securing Indebtedness representing, or purchase money security interests in equipment acquired incurred to finance, refinance or held in refund, the ordinary course cost (including, without limitation, the cost of business construction) of the Borrowersproperty subject thereto, (ii) the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year principal amount of the Company Indebtedness secured by such Lien does not exceed 100% of such cost, (iii) such Lien does not extend to or cover any other property other than such item of property and any improvements on such item and (iv) the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor Indebtedness of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor all of the Sellers on Borrower secured by the Capital Stock of Xxxx-Xx securing Liens referred to in this clause (h) shall not exceed $50,000 in the Xxxx-Xx Earn Out Paymentaggregate at any time outstanding.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume, or suffer to exist, any Lien lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of their propertiesits properties of any character (including, rights or other assetswithout limitation, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit accounts) (any of its Subsidiaries the foregoing being referred to assign or otherwise transferherein as a “Lien”), any right to receive incomeexcluding, other than however, from the following ("Permitted Liens"): ---------------operation of the foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofpast due; (ivii) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens’s, mechanics' ’, carriers’, workmen’s and repairmen’s liens and other similar Liens, Liens arising in the ordinary course of business securing obligations which are not overdue and securing claims the payment of which shall not be required have been in existence less than ninety days, or which are being contested in good faith by Section 7.01(c) hereofappropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (viii) deposits, pledges or Liens deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Guarantor or any Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (other than Liens arising under ERISA or the Internal Revenue Codeiv) securing (A) obligations incurred purchase money Liens upon or in respect property now owned or hereafter acquired by the Guarantor or any of workers' compensationits Subsidiaries in the ordinary course of business (consistent with present practices, unemployment insurance it being understood that for purposes of this clause, the purchase, construction or other forms maintenance of governmental insurance or benefits, (B) generating facilities by the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only Utilities shall be deemed to the extent such deposits, pledges or Liens are incurred or otherwise arise be in the ordinary course of business and consistent with present practices) to secure obligations which are (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not past duetheretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Guarantor’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary; (vi) easementsattachment, rights-of-way, zoning and similar restrictions and judgment or other similar charges Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and encumbrances on the use of real property and minor irregularities claims secured thereby are being actively contested in the title thereto which do not (A) secure obligations for good faith by appropriate proceedings or the payment of money, or which is covered in full (Bsubject to customary deductible amounts) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessinsurance maintained with responsible insurance companies; (vii) Liens created securing obligations under agreements entered into pursuant to the Factoring AgreementsIowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in Liens created pursuant to the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their SubsidiariesMortgage Bond Indentures; (ix) Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing Capitalized Leases permitted by Section 7.02(g)such Debt; (x) Liens in favor of Old ME Corp. on Xxxxx Fargo (or any successor thereto), as agent under (i) the Capital Stock Utility Facilities to secure the obligations of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andrespective Utilities thereunder and (ii) the Guarantor Facilities to secure the obligations of the Guarantor thereunder; (xi) Liens incurred in favor connection with the sales of assets permitted in Section 5.2(d)(ix); (xii) Liens incurred by the Guarantor or any of its Subsidiaries on assets of the Sellers Guarantor and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (x) in the case of the Guarantor and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time (xiii) Liens on nuclear fuel granted in connection with any financing arrangement for the Capital Stock purpose of Xxxx-Xx purchasing or leasing such nuclear fuel; (xiv) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the Guarantor’s use of its properties; (xv) Liens set forth in Schedule III hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto; and (xvi) other Liens securing obligations of the Xxxx-Xx Earn Out PaymentGuarantor and its Subsidiaries not to exceed more than five percent (5%) of the consolidated assets (valued at book value) of the Guarantor and its Subsidiaries at any time.

Liens, Etc. Create The Company will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Company or any Restricted Subsidiary, whether now owned or held or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Notes in accordance with the provisions of Section 10.16), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be at the time required by Section 7.01(c) hereof10.9; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)landlords and carriers, such as landlords' liensvendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is not be at the time required by Section 7.01(c) hereof10.9, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (vc) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Codeany Lien imposed by ERISA) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance, old age pension, retiree health benefits and other types of social security, or (ii) to secure obligations which are (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not past dueincurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (vid) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after expiration of any such stay; (e) leases or subleases granted to others, zoning restrictions, easements, licenses, reservations, rights-of-way, zoning restrictions on the use of property or irregularities of title (and similar restrictions with respect to leasehold interests, mortgages, obligations, liens and other encumbrances incurred, created, assumed or permitted to exist and arising by, through or under a landlord or owner of the leased property with or without the consent of the lessee) and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto or encumbrances, which do not materially interfere with the ordinary conduct of the business of the Company or any Restricted Subsidiary; (Af) secure obligations for Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the payment Company or any other Restricted Subsidiary; (g) Liens described in Schedule 10.2 of moneythe 1996 Note Agreements or Schedule 10.2 of the 1998 Note Agreements as in effect on the date of this Agreement; (h) Liens created by any of the Security Documents securing Indebtedness incurred in accordance with Section 10.1(a), Section 10.1(e) or Section 10.1(s); (Bi) materially impair Liens created by any of the Security Documents securing Indebtedness incurred in accordance with Section 10.1(b), 10.1(f) or 10.1(m), PROVIDED that (1) such Liens are effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Security Documents with the holders of the Notes and of other Indebtedness secured under the Security Documents as provided in Section 10.1(b), 10.1(f) or 10.1(m), (2) the Security Documents are amended to the extent necessary to extend the Lien thereof to any property or assets acquired or otherwise financed with the proceeds of such Indebtedness, (3) the Company has delivered to the Trustee an Officers' Certificate demonstrating that the principal amount of such Indebtedness does not exceed the lesser of the cost to the Company of such property or assets and the fair market value of such property or materially impair the use thereof assets (as determined in good faith by the BorrowersManaging General Partner of the Company), that such incurrence of Indebtedness pursuant to Section 10.1(b), 10.1(f) or 10.1(m), as the Guarantors case may be, complies in all respects with the requirements of such Section and that the amendments to the Security Documents required by this Section 10.2(i) and the filing and recordation of such amendments and related supplements will not have a Material Adverse Effect, and (4) the Company has delivered to the Trustee an opinion of counsel reasonably satisfactory to the Trustee to the effect that the Lien of the Security Documents has attached and is perfected with respect to such additional property and assets; (j) Liens existing on any property of any Person at the time it becomes a Restricted Subsidiary, or existing prior to the time of acquisition (and not created in anticipation of such acquisition) upon any property acquired by the Company or any Restricted Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Company or such Restricted Subsidiary, or created to secure Indebtedness incurred under Section 10.1(f) to pay all or any part of their Subsidiaries the purchase price ("Purchase Money Lien") of property acquired by the Company or a Restricted Subsidiary or to pay the cost of an improvement (other than improvements to property subject to the Lien of the Security Documents), PROVIDED that (i) any such Lien shall be confined solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property, (ii) such item or items of property so acquired (other than property (which may include stock or other equity interests) subject to Liens existing prior to the time of acquisition and not created in anticipation of such acquisition) are not required to become part of the Collateral under the terms of the Security Documents, (iii) the principal amount of the Indebtedness secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost of such property to the Company or such Restricted Subsidiary, as the case may be, and (B) the fair market value of such property (as determined in good faith by the Managing General Partner) at the time such Person owning such property becomes a Restricted Subsidiary or at the time of such acquisition by the Company or such Restricted Subsidiary, as the case may be, (iv) any such Purchase Money Lien shall be created not later than 90 days after, in the normal conduct case of property, its acquisition, or, in the case of improvements, their completion and (v) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person's businessbecoming a Restricted Subsidiary or such acquisition of property by the Company or any Subsidiary; (viik) Liens created in amounts not exceeding $500,000 incurred, required or provided for under the Factoring Agreementsstate law in connection with self-insurance arrangements; (viiil) purchase money liens on Liens arising from or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries constituting Permitted Encumbrances; (m) any Lien securing Indebtedness referred to in Section 10.1(i), (j) or (l) renewing or extending any Lien permitted by the foregoing subdivisions of this Section 10.2, PROVIDED that (i) the Indebtedness secured by any such Lien shall not exceeding in any Fiscal Year of exceed the Company the aggregate principal amount of $500,000 for such Indebtedness outstanding (including any exposure under letters of credit and any unfunded commitments) immediately prior to the Borrowersrenewal or extension of such Lien, (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be encumbered thereby or with respect to any Indebtedness extending, renewing, refunding or refinancing any Indebtedness secured pursuant to the Security Documents, the Guarantors assets specified therein and their Subsidiaries(iii) the maturity date of the Indebtedness secured by any such Lien shall not be sooner than the maturity date of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien; (ixn) Liens any Lien securing Capitalized Leases permitted by Indebtedness incurred in accordance with Section 7.02(g10.1(n), Section 10.1 (p), Section 10.1(q) or Section 10.1(r); (xo) Liens in favor any Lien arising from the action of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentcollecting banks; and (xip) those Liens in favor of the Sellers described on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentSchedule 10.2.

Liens, Etc. Create On and after July 1, 1998 and so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, unless the Lenders shall otherwise consent in writing, create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, in each case to secure any Debt of any Person, other than the following ("Permitted Liens"): ---------------than: (i) Liens created pursuant purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the Loan Documentspurchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens liens or security interests existing on such property at the date hereof, as set forth time of its acquisition (other than any such lien or security interest created in Schedule 7.02(a)(ii) hereto, and the renewal and replacement contemplation of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedacquisition); (iii) Liens liens for taxes, assessments or governmental and government charges or levies to the extent that the payment thereof shall not required to be required by paid under Section 7.01(c5.01(b) hereof;: (iv) Liens created liens imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens's, mechanics' ', carriers', workmen's and repairmen's liens and other similar Liens, liens arising in the ordinary course of business and securing claims the payment obligations that are not overdue for a period of which shall not be required by Section 7.01(c) hereofmore than 30 days; (v) deposits, pledges or Liens (other than Liens arising deposits to secure obligations under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance compensation laws or other forms of governmental insurance similar legislation or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and to secure public or statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions rights of way and other similar charges and encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business;for its present purposes; and (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on incurred or purchase money security interests in equipment acquired or held deposits made in the ordinary course of business to secure the performance of letters of credit, bids, tenders, sales contracts, leases, surety, appeal and performance bonds and other similar obligations not incurred in connection with the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year borrowing of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentmoney.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien Lien, or any other type of preferential arrangement, upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, in each case to secure any Debt of any Person or entity, other than the following ("Permitted Liens"): ---------------than: (ia) Liens created pursuant to securing the Loan DocumentsLoans hereunder and securing the obligations under the Credit Agreement; (iib) Liens existing on securing the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement payment of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, provided that (i) they do not in the aggregate materially reduce the value of any properties subject to the extent that Liens or materially interfere with their use in the payment thereof shall not be required ordinary conduct of the owning business, and (ii) all claims which the Liens secure are being actively contested in good faith and by Section 7.01(c) hereofappropriate proceedings; (ivc) Liens created by operation of law incurred or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising deposits made in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c(i) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' connection with worker's compensation, unemployment insurance insurance, social security and other like laws, or other forms of governmental insurance or benefits, (Bii) to secure the performance of letters of credit, bids, tenders, sales contract, leases, contracts (statutory obligations, surety, appeal and performance bonds and other than for similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course deferred purchase price of business and secure obligations which are not past dueproperty; (vid) easementsattachment, rights-of-way, zoning and similar restrictions judgment and other similar charges Liens arising in connection with court proceedings provided that (i) execution and encumbrances on other enforcement are effectively stayed, and (ii) all claims which the use of real property Liens secure are being actively contested in good faith and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessappropriate proceedings; (viie) Liens created under on property of a Subsidiary provided that they secure only obligations owing to the Factoring AgreementsBorrower or another Subsidiary; (viiif) purchase money liens on or purchase money security interests Liens related to lease obligations, and within the limitations, described in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their SubsidiariesSection 7.02; (ixg) Liens securing Capitalized Leases permitted against Customer Notes, which are created in connection with the sale, pledge or discounting of such Customer Notes, provided that immediately after giving effect thereto the Borrower's aggregate liabilities on account of such Debt secured by Section 7.02(g); (x) such Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentdoes not exceed $6,000,000; and (xih) Liens against property leased pursuant to Capital Leases and Synthetic Lease Obligations, provided that the aggregate amount of Debt secured by such Liens does not exceed $3,000,000. (i) Liens not exceeding $500,000 in favor the aggregate against personal property other than inventory and receivables and Liens against receivables of HTT Xxxxxx Xxxxxx Xxxxxxxx XX and X. Xxxxxxxxxxxx & Co. A.G. (j) Liens securing certain credit facilities made available by JPMorgan Chase Bank to the Sellers on the Capital Stock Borrower for foreign exchange, letters of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentcredit and Interest Rate Protection agreements.

Liens, Etc. Create Create, incur or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur or suffer to exist, any Lien upon on or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign upon any income or otherwise transferprofits therefrom, or acquire or agree to acquire, or permit any of its Subsidiaries Subsidiary to assign or otherwise transferacquire, any right to receive incomeproperty or assets upon conditional sales agreements or other title retention devices, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to for taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the Loan Documentstime required by Section 5.01(a) or (b); (ii) Liens existing on any Lien of or resulting from any judgment or award; provided that either (A) the date hereofamount secured thereby does not exceed $200,000,000 or (B) if the amount secured thereby does exceed $200,000,000, as set forth the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in Schedule 7.02(a)(ii) heretogood faith be prosecuting an appeal or proceeding for a review thereof, and the renewal and replacement execution of such Liens, provided that any such renewal judgment or replacement Lien award shall be limited to the property stayed pending such appeal or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedproceeding for review; (iii) Liens for taxes, assessments or governmental charges or levies incidental to the extent that conduct of business conducted by the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens Borrower and other similar Liens, arising its Subsidiaries in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Codeownership of properties and assets owned by the Borrower and its Subsidiaries (including (x) securing (A) obligations incurred Liens in respect of workers' connection with worker’s compensation, unemployment insurance or and other forms of governmental insurance or benefitslike laws, (By) the performance of bids, tenders, leases, contracts (other than for the payment of money) warehousemen’s and attorneys’ liens and statutory obligationslandlords’ liens and (z) Liens consisting of any right of offset, or (C) obligations statutory or consensual banker’s lien, on surety bank deposits or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise securities accounts maintained in the ordinary course of business and secure obligations which so long as such bank deposits or securities accounts are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations established or maintained for the payment purpose of moneyproviding such right of offset or banker’s lien) and Liens to secure the performance of bids, tenders or trade contracts, or (B) materially impair the value to secure statutory obligations, surety or appeal bonds or other Liens of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held like general nature incurred in the ordinary course of business of the BorrowersBorrower and its Subsidiaries and not in connection with the borrowing of money, provided in each case, the Guarantors and their Subsidiaries securing Indebtedness obligation secured is not exceeding overdue or, if overdue, is being contested in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiariesgood faith by appropriate actions or proceedings; (ixiv) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens survey exceptions or encumbrances, encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other restrictions as to the use of real properties, which are necessary or appropriate in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor good faith judgment of the Sellers on Borrower for the Capital Stock conduct of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.business of the Borrower and its Subsidiaries and which, individually or in the aggregate, do not in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its Subsidiaries taken as a whole;

Liens, Etc. Create Such Loan Party shall not create, incur, assume, or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume, or suffer to exist, any Lien lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of their propertiesits properties of any character (including, rights or other assetswithout limitation, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit accounts) (any of its Subsidiaries the foregoing being referred to assign or otherwise transferherein as a “Lien”), any right to receive incomeexcluding, other than however, from the following ("Permitted Liens"): ---------------operation of the foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofpast due; (ivb) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens’s, mechanics' ’, carriers’, workmen’s and repairmen’s liens and other similar Liens, Liens arising in the ordinary course of business securing obligations which are not overdue and securing claims the payment of which shall not be required have been in existence less than ninety days, or which are being contested in good faith by Section 7.01(c) hereofappropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (vc) deposits, pledges or Liens (other than Liens arising deposits to secure obligations under ERISA workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Internal Revenue Code) securing (A) Guarantor or any Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in respect the ordinary course of workers' compensationbusiness; (d) (i) purchase money Liens upon or in property now owned or hereafter acquired by the Guarantor or any of its Subsidiaries in the ordinary course of business (consistent with present practices, unemployment insurance it being understood that for purposes of this clause, the purchase, construction or other forms maintenance of governmental insurance or benefits, (B) generating facilities by the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only Utilities shall be deemed to the extent such deposits, pledges or Liens are incurred or otherwise arise be in the ordinary course of business and consistent with present practices) to secure obligations which are (A) the purchase price of such property or (B) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (ii) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not past duetheretofore subject to the Lien being extended, renewed or replaced; (vie) Liens on the capital stock of any of the Guarantor’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary; (f) attachment, judgment or other similar Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Xxxxx is effectively stayed and the claims secured thereby are being actively contested in good faith by appropriate proceedings or the payment of which is covered in full (subject to customary deductible amounts) by insurance maintained with responsible insurance companies; (g) Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding; (h) Liens created pursuant to the Mortgage Bond Indentures; (i) Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt; (j) Liens in favor of Xxxxx Fargo Bank, National Association (or any successor thereto), as agent under the Master Credit Facility to secure the obligations of the Guarantor or the respective Utilities thereunder; (k) Liens incurred in connection with the sales of assets permitted in Section 7.4 (viii); (l) Liens incurred by the Guarantor or any of its Subsidiaries on assets of the Guarantor and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (x) in the case of the Guarantor and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time (m) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (n) Liens constituting easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held arising in the ordinary course of business of the Borrowersbusiness, the Guarantors and their Subsidiaries securing Indebtedness not exceeding which in any Fiscal Year of the Company the aggregate principal amount do not materially adversely affect the Guarantor’s use of $500,000 for the Borrowers, the Guarantors and their Subsidiariesits properties; (ixo) Liens securing Capitalized Leases permitted by Section 7.02(g)set forth in Schedule 7.1 hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto; (xp) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code or similar Lien in any foreign jurisdiction on items in the course of collection and normal and customary rights of setoff upon deposits of cash in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentbanks or other depository institutions; and (xiq) other Liens in favor securing obligations of the Sellers on Guarantor and its Subsidiaries not to exceed more than ten percent (10%) of the Capital Stock consolidated tangible assets (valued at book value) of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentGuarantor and its Subsidiaries at any time.

Liens, Etc. Create Neither Obligor will, nor will either Obligor permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of such Obligor or any Restricted Subsidiary, whether now owned or held or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Notes in accordance with the provisions of Section 10.17), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be at the time required by Section 7.01(c) hereof10.9; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)landlords and carriers, such as landlords' liensvendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is not be at the time required by Section 7.01(c) hereof10.9, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (vc) deposits, pledges or Liens (other than Liens arising under ERISA any Lien imposed by ERISA) incurred or deposits made in the Internal Revenue Codeordinary course of business (i) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of moneythe deferred purchase price of property; (d) and statutory obligationsany attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after expiration of any such stay; (Ce) obligations leases or subleases granted to others, easements, rights-of- way, restrictions and other similar charges or encumbrances, which, in each case, are granted, entered into or created in the ordinary course of the business of Star Gas or any Subsidiary and which do not interfere with the ordinary conduct of the business of Star Gas or any Subsidiary; (f) Liens on surety property or appeal bondsassets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to Star Gas or any other Restricted Subsidiary; (g) Liens existing on the Assets at the time of the acquisition thereof by Star Gas and described in Schedule 10.2; (h) Liens created by any of the Security Documents; (i) Liens created by any of the Security Documents securing Indebtedness incurred in accordance with Section 10.1(b) or, to the extent incurred to finance the making of capital improvements, repairs and additions to Star Gas's Assets, Section 10.1(f) (but only to the extent it complies with the requirements thereof), provided that (1) such deposits, pledges or Liens are incurred effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Security Documents with the holders of the Notes and of other Indebtedness secured under the Security Documents as provided in Section 10.1(b) or 10.1(f), (2) the Security Documents are amended to the extent necessary to extend the Lien thereof to any property or assets acquired or otherwise arise in financed with the ordinary course proceeds of business such Indebtedness, (3) Star Gas has delivered to the Trustee an Officers' Certificate demonstrating that the principal amount of such Indebtedness does not exceed the lesser of the cost to Star Gas of such property or assets and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the fair market value of such property or materially impair the use thereof assets (as determined in good faith by the Borrowersgeneral partner of Star Gas), that such incurrence of Indebtedness pursuant to Section 10.1(b) or 10.1(f), as the Guarantors case may be, complies in all respects with the requirements of such Section and that the amendments to the Security Documents required by this Section 10.2(i) and the filing and recordation of such amendments and related supplements will not have a Material Adverse Effect, and (4) Star Gas has delivered to the Trustee an opinion of counsel reasonably satisfactory to the Trustee to the effect that the Lien of the Security Documents has attached and is perfected with respect to such additional property and assets; (j) Liens existing on any property of any Person at the time it becomes a Restricted Subsidiary, or existing prior to the time of acquisition (and not created in anticipation of such acquisition) upon any property acquired by Star Gas or any Restricted Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by Star Gas or such Restricted Subsidiary, or created to secure Indebtedness incurred under Section 10.1(f) to pay all or any part of their Subsidiaries the purchase price ("Purchase Money Lien") of property acquired by Star Gas or a Restricted Subsidiary, provided that (i) any such Lien shall be confined solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property, (ii) such item or items of property so acquired (other than property (which may include stock or other equity interests) subject to Liens existing prior to the time of acquisition and not created in anticipation of such acquisition) are not required to become part of the Mortgaged Property under the terms of the Security Documents, (iii) the principal amount of the Indebtedness secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost of such property to Star Gas or such Restricted Subsidiary, as the case may be, and (B) the fair market value of such property (as determined in good faith by the general partner of Star Gas) at the time such Person owning such property becomes a Restricted Subsidiary or at the time of such acquisition by Star Gas or such Restricted Subsidiary, as the case may be, (iv) any such Purchase Money Lien shall be created not later than 90 days after, in the normal conduct case of property, its acquisition, or, in the case of improvements, their completion and (v) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person's businessbecoming a Restricted Subsidiary or such acquisition of property by Star Gas or any Subsidiary; (viik) Liens created in amounts not exceeding $100,000 incurred, required or provided for under the Factoring Agreementsstate law in connection with self-insurance arrangements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ixl) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentarising from or constituting Permitted Encumbrances; and (xim) Liens in favor any Lien renewing, extending or refunding any Lien permitted by the foregoing subdivisions of this Section 10.2, provided that (i) the Indebtedness secured by any such Lien shall not exceed the amount of such Indebtedness outstanding immediately prior to the renewal, extension or refunding of such Lien, (ii) no Assets encumbered by any such Lien other than the Assets encumbered immediately prior to such renewal, extension or refunding shall be encumbered thereby and (iii) the maturity date of the Sellers on Indebtedness secured by any such Lien shall not be sooner than the Capital Stock maturity date of Xxxx-Xx securing such Indebtedness outstanding immediately prior to the Xxxx-Xx Earn Out Paymentrenewal, extension or refunding of such Lien.

Liens, Etc. Create Create, assume or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon or with respect to any of their properties, rights its property or assets (other assetsthan Unrestricted Margin Stock), whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries ; provided that this Section shall not apply to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------following: (i) Liens created pursuant to the Loan Documentsfor taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) other statutory, common law or contractual Liens incidental to the conduct of its business or the ownership of its property and assets that (A) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (B) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) Liens on property or assets to secure obligations owing to any member of the Consolidated Group; (vi) (A) purchase money Liens on fixed assets or for the deferred purchase price of property; provided that such Lien is limited to the purchase price and only attaches to the property being acquired and (B) capital leases; (vii) easements, zoning restrictions or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any member of the Consolidated Group; (viii) Liens existing on the date hereof, as of this Agreement and set forth in on Schedule 7.02(a)(ii5.02(a)(viii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g)any Lien granted to Agent, for the benefit of the Lenders; (x) Liens on Receivables Related Assets of a Receivables Subsidiary in favor connection with the sale of Old ME Corp. such Receivables Related Assets pursuant to Section 5.02(f)(iii) hereof; (xi) in addition to the Liens permitted herein, additional Liens, so long as the aggregate principal amount of all Debt and other obligations secured by such Liens, when taken together with, without duplication, the principal amount of all Debt of Subsidiaries that are not Guarantors incurred pursuant to Section 5.02(e)(viii) below, does not exceed an amount equal to 8.5% of the Consolidated Total Assets at the time such Debt or other obligation is created or incurred; (xii) Permitted Encumbrances; (xiii) any Lien existing on any property or asset prior to the Capital Stock acquisition thereof by any member of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentConsolidated Group or existing on any property or assets of any Person at the time such Person becomes a Subsidiary after the Effective Date; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien does not apply to any other property or assets of any member of the Consolidated Group (other than Persons who become members of the Consolidated Group in connection with such acquisition); (xiv) Liens arising in connection with any margin posted related to Hedge Agreements entered other than for speculative purposes; (xv) any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clauses (vi), (viii), (xi) and (xiii) of this Section 5.02(a); provided that (x) the principal amount of the obligations secured thereby shall be limited to the principal amount of the obligations secured by the Lien so extended, renewed or replaced (and, to the extent provided in such clauses, extensions, renewals and replacements thereof), (y) such Lien shall be limited to all or a part of the assets that secured the obligation so extended, renewed or replaced and (z) in the case of any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clause (xi) of this Section 5.02(a) such extension, renewal or replacement (or successive renewals or replacements) shall utilize basket capacity under such clause (xi) prior to any excess amount not permitted thereunder being permitted under this clause (xv); and (xixvi) Liens in favor on the products and proceeds (including, without limitation, insurance condemnation and eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property subject to Liens under any of the Sellers on the Capital Stock paragraphs of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentthis Section 5.02(a).

Liens, Etc. Create Holdings and the Borrower shall not create, assume, incur, or suffer to exist, or and shall not permit any of their ----------- respective Restricted Subsidiaries to create create, assume, incur, or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property (including any right to receive income) whether now owned or hereafter acquired, or assign or otherwise transferexcept that each Loan Party and Restricted Subsidiary may create, incur, assume, or permit suffer to exist: (a) Liens granted pursuant to the Security Instruments and securing the Obligations; (b) Liens on equipment, fixtures and other personal Property securing Indebtedness permitted under Section 6.02(c) [Indebtedness, Guarantees, and Other Obligations]; provided that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any of its Subsidiaries to assign or otherwise transfer, time encumber any right to receive income, property other than the following Property financed by such Indebtedness, ("Permitted Liens"): --------------- iii) the amount of Indebtedness secured thereby is not increased and (iiv) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement principal amount of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an at no time exceed 100% of the original price for the purchase, repair improvement or lease amount not greater than (as applicable) of such Property at the amount time of Indebtedness secured by the Lien renewed purchase, repair, improvement or replacedlease (as applicable) together with any financing for interest thereon; (iiic) Liens for taxesTaxes, assessments or and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed 90 days), if any, related thereto has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent that the payment thereof shall not be required by Section 7.01(c) hereofGAAP; (ivd) the claims of materialmen, mechanics, carriers, warehousemen, processors, repairmen, suppliers, workers, or landlords for labor, materials, supplies, rentals or other like claims incurred in the ordinary course of business, which (i) are not overdue for a period of more than the longer of 90 days or the grace period therefor, or if overdue for more than such period, no action has been taken to enforce such Liens, (ii) to the extent overdue, such Liens created are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP or (iii) do not, individually or in the aggregate, materially impair the use thereof in the operation of law the business of Holdings or leases any of its Restricted Subsidiaries; (other than Liens created under Environmental Laws)e) royalties, such as landlords' liensoverriding royalties, materialmen's liensnet profits interests, mechanics' liens production payments, reversionary interests, calls on production, preferential purchase rights and other similar Liensburdens on or deductions from the proceeds of production, arising that do not secure Indebtedness and that are taken into account in computing the net revenue interests and working interests of the Borrower or any of its Restricted Subsidiaries warranted in the Security Instruments or in this Agreement; (f) deposits or pledges of cash or cash equivalents made in the ordinary course of business and securing claims the in connection with, or to secure payment of which shall not be required by Section 7.01(c) hereof; (v) depositsof, pledges or Liens (other than Liens arising obligations under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' ’ compensation, unemployment insurance and other types of social security or other forms of governmental insurance similar legislation, old age pension or benefitspublic liability obligations, (B) the performance of bidsstatutory obligations, tendersregulatory obligations, leases, contracts surety and appeal bonds (other than for the payment bonds related to judgments or litigation), government contracts, performance and return of money) and statutory obligations, or (C) obligations on surety or appeal money bonds, but only to the extent such deposits, pledges or Liens are and bids and other obligations of a like nature incurred or otherwise arise in the ordinary course of business and secure obligations which are not past duebusiness, in each case, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof; (vig) Liens arising under operating agreements, unitization and pooling agreements and orders, farmout agreements, gas balancing or deferred production agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, division orders, contracts for the sale, transportation or exchange of oil and natural gas, area and mutual interest agreements, marketing agreements, processing agreements, net profit agreements, development agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements, in each case, (i) that are customary in the oil, gas and mineral production business, and (ii) that are entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; provided that, in any event, (w) if such Liens could have the effect of reducing net revenue interests or increasing working interests of the Borrower without a corresponding increase in the net revenue interest in such Oil and Gas Property or any of its Restricted Subsidiaries from such values set forth in the most recently delivered Engineering Report, then the Borrower shall have provided to the Administrative Agent written notice of such Liens within 30 days of the incurrence of such Liens accompanied by a Responsible Officer’s certification and calculation of the adjusted net revenue interests and working interests after taking into account such Liens, (x) such Liens secure amounts that are not overdue or are being diligently contested in good faith by appropriate proceedings, if such reserve as may be required by GAAP shall have been made therefor, (y) such Liens are limited to the assets that are the subject of such agreements, and (z) such Liens shall not be in favor of any Person that is an Affiliate of a Loan Party (other than any other Loan Party); (h) easements, servitudes, permits, conditions, covenants, exceptions, rights-of-way, zoning and similar restrictions restrictions, and other similar charges encumbrances, and encumbrances on minor defects in the chain of title that are customarily accepted in the oil and gas financing industry, none of which interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary or materially detract from the value or use of real property and minor irregularities in the title thereto Property to which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessthey apply; (viii) Liens created under arising from the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held filing of precautionary UCC financing statements relating solely to personal property leased pursuant to Operating Leases entered into in the ordinary course of business of the Borrowers, the Guarantors Borrower and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their its Restricted Subsidiaries; (ixi) Liens of a collecting bank arising in the ordinary course of business under Section 4- 210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights of set-off and recoupment with respect to any Deposit Account of the Borrower or any Restricted Subsidiary thereof; (k) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or its Restricted Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Restricted Subsidiaries or (ii) secure any Indebtedness; (l) Liens securing Capitalized Leases judgments for the payment of money not constituting an Event of Default; (m) Liens on xxxx xxxxxxx money deposited pursuant to the terms of an agreement to acquire assets used in, or Persons engaged in, the oil and gas business, as permitted by Section 7.02(gthis Agreement; (n) licenses of intellectual property, none of which, in the aggregate, interfere in any material respect with the business of the Borrower or its Restricted Subsidiaries or materially detract from the value of the relevant assets of the Borrower or its Restricted Subsidiaries; (o) Liens on cash or cash equivalents in favor of any commercial bank to secure any and all obligations of any Loan Party, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with (i) commercial credit cards, (ii) stored value cards and (iii) any other Treasury Management Arrangement (including, without limitation, controlled disbursement, purchase card arrangements, automated clearinghouse transactions, return items, overdrafts and interstate depository network services); (xp) Liens securing First Lien Debt to the extent not prohibited by the Intercreditor Agreement; (q) Liens under the First Lien Loan Documents securing obligations under Hedge Contracts entered into in favor of Old ME Corp. compliance with Section 6.15 [Hedging Limitations]; (r) Liens on the Capital Stock of Miss Xxxxx Equity Interests in Unrestricted Subsidiaries and joint ventures that are not Restricted Subsidiaries, and rights directly related to such Equity Interests; (s) Liens securing the Miss Xxxxx Earn Out PaymentObligations under any intercompany Indebtedness arrangements entered into in compliance with this Agreement; and (xii) Liens not otherwise permitted under the preceding provisions of this Section 6.01 [Liens, Etc] encumbering Oil and Gas Properties and securing obligations in favor the aggregate outstanding principal amount not to exceed $1,000,000, and (ii) Liens not otherwise permitted under the preceding provisions of this Section 6.01 [Liens, Etc] encumbering Properties (other than Oil and Gas Properties) and securing obligations in the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentaggregate outstanding principal amount not to exceed $10,000,000; provided that, in each case, such Liens are not incurred in connection with any Indebtedness.

Liens, Etc. Create The Company will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Company or any Restricted Subsidiary, whether now owned or held or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Notes in accordance with the provisions of SECTION 10.17), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be required by yet due and payable or which is being contested in compliance with SECTION 10.9 hereof and Section 7.01(c) hereof1.18 of the Mortgages; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)lessors, such as landlords' lienslandlords and carriers, vendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall not be required by is being contested in compliance with SECTION 10.9 hereof and Section 7.01(c) hereof;1.18 of the Mortgages, in each case (vc) deposits, pledges or Liens (other than Liens arising under ERISA any Lien imposed by ERISA) incurred or deposits made in the Internal Revenue Codeordinary course of business (i) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the payment borrowing of money; (d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and statutory obligationsrelated goods (and any proceeds thereof) covered by the related letter of credit; (f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after expiration of any such stay; (Cg) obligations on surety leases or appeal bondssubleases granted to others, but only to the extent such depositseasements, pledges rightsofway, restrictions and other similar charges or Liens encumbrances, which, in each case either (i) are incurred granted, entered into or otherwise arise created in the ordinary course of the business and secure obligations which are not past due; of the Company or any Restricted Subsidiary or (viii) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value or intended use, occupancy and operation of the property covered thereby; (h) Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such property Restricted Subsidiary owing to the Company or materially impair a WhollyOwned Restricted Subsidiary; (i) Liens existing on the use Assets at the time of the acquisition thereof by the Borrowers, the Guarantors or any of their Subsidiaries Company and described in the normal conduct of such Person's businessSCHEDULE 10.2; (viij) Liens created under by any of the Factoring AgreementsSecurity Documents securing Indebtedness evidenced by the Notes and the 1995 Notes or other Parity Debt incurred in accordance with SECTION 10.1(f) and 10.2(m) (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with SECTION 10.1(a) during the period prior to the date of the release or discharge of such Liens pursuant to SECTION 1.3; (viiik) purchase money liens Liens created by any of the Security Documents securing Indebtedness incurred under the Acquisition Facility (or any extension, renewal, refunding, -39- 40 replacement or refinancing of any such Indebtedness) in accordance with SECTION 10.1(b) during the period prior to the date of the release or discharge of such Liens pursuant to SECTION 1.3; (l) Liens created by any of the Security Documents securing Indebtedness or letter of credit obligations created under the Revolving Credit Facility (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with SECTION 10.1(e) during the period prior to the date of the release or discharge of such Liens pursuant to SECTION 1.3; (m) Liens (other than the Liens referred to in clauses (j), (k) or (l) above) securing Indebtedness incurred in accordance with SECTION 10.1(b) or 10.1(e) or, to the extent incurred (i) to repay Indebtedness or letter of credit obligations incurred and outstanding under the Acquisition Facility or the Revolving Credit Facility (or any extension, renewal, refunding, replacement or refinancing of such Indebtedness), (ii) to finance the making of expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on the books of the Company and the Restricted Subsidiaries in accordance with GAAP) of or purchase money additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, or (iii) by assumption in connection with additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral under SECTION 10.1(f)(i) and (ii), provided that (1) such Liens are effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security interests in equipment acquired or held in the property and assets subject to the Security Documents with the holders of the Notes and the other Indebtedness secured under the Security Documents, (2) in the case of Indebtedness incurred in accordance with SECTION 10.1(b) or 10.1(f)(i) and (ii) to finance the making of additions to the General Collateral, the Company has delivered to the Collateral Agent an Officers' Certificate demonstrating that the principal amount of such Indebtedness (net of transaction costs funded by the proceeds of such Indebtedness) does not exceed the lesser of the cost to the Company and the Restricted Subsidiaries of such additional property or assets and the fair market value of such additional property or assets at the time of the acquisition thereof (as determined in good faith by the General Partner), and (3) the Company has delivered to the Collateral Agent an opinion of counsel reasonably satisfactory to the Collateral Agent with regard to the attachment and perfection of the Lien of the Security Documents with respect to such additional property and assets; (n) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Company, or existing at the time of acquisition upon any property acquired by the Company or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Company or such Subsidiary, or created to secure Indebtedness incurred under SECTION 10.1(f) to pay all or any part of the purchase price (a "Purchase Money Lien") of property (including without limitation Capital Stock and other securities) acquired by the Company or a Restricted Subsidiary, provided that (i) any such Lien shall be confined solely to such item or items of property and, if required by the terms of the instrument originally creating such Lien, other (o) easements, exceptions or reservations in any property of the Company or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary course conduct of the business of the BorrowersCompany or any Restricted Subsidiary; (p) Liens arising from or constituting Permitted Encumbrances; (q) any Lien renewing or extending any Lien permitted by subdivision (h), (i), (m), (n), (r) or (s) of this SECTION 10.2, provided that (i) the Guarantors principal amount of the Indebtedness secured by any such Lien shall not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien (together with, in the case of Indebtedness permitted by SECTION 10.1(a), any accrued interest thereon and their Subsidiaries securing Indebtedness not exceeding Make Whole Amount with respect thereto), and (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be encumbered thereby; (r) from and after the date of the discharge or release of the Liens created by the Security Documents pursuant to SECTION 1.3, any Lien on the Inventory and/or Receivables (as each such term is defined in any Fiscal Year the UCC) of the Company securing Indebtedness from time to time outstanding pursuant to the Revolving Credit Facility (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness); provided that the maximum amount of such Indebtedness secured by any Lien on such Inventory and/or Receivables does not exceed $100,000,000 (notwithstanding that the aggregate principal amount of Indebtedness outstanding under such Revolving Credit Facility may exceed $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g100,000,000); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xis) Liens in favor from and after the date of the Sellers on release or discharge of the Capital Stock Liens of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentSecurity Documents pursuant to SECTION 1.3, any Lien created or incurred to secure Indebtedness of the Company or any Restricted Subsidiary, in addition to the Liens permitted by the preceding clauses (a) through (r) of this SECTION 10.2; provided that all Indebtedness secured by any such Lien shall have been created or incurred pursuant to the -41- 42 exceptions set forth in SECTION 10.1 and within the limitations provided in SECTION 10.1(f)(iii).

Liens, Etc. Create or suffer to exist, or permit Neither the Company nor any of their ----------- its Subsidiaries to create will create, assume, incur or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than except that the Company and its Subsidiaries may create, incur, assume or suffer to exist the following which are permitted liens ("Permitted Liens"): ---------------): (ia) Liens created pursuant to securing the Loan DocumentsObligations; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiib) Liens for taxes, assessments or governmental charges or levies on Property of the Company and its Subsidiaries to the extent that not required to be paid pursuant to Sections 5.01 and 5.04; (c) Liens set forth in the payment thereof attached Schedule 6.01 securing Debt described therein and refinancings of such Debt; provided that, the aggregate principal amount of such Debt shall not be required by Section 7.01(c) hereofrenewed, refinanced or extended if the amount of such Debt so renewed, refinanced or extended is greater than the outstanding amount of such Debt on the Closing Date; (ivd) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)contract, such as landlords' lienspreferred maritime Liens incurred in the ordinary course of business (including liens for wages, tort, general average salvage, repair, supplies, towage, use of a drydock facility or marine railway, or other necessaries supplied to a vessel), carrier's, warehousemen's, mechanic's, materialmen's, repairmen's liens, mechanics' liens and or other similar Liens, like Liens arising in the ordinary course of business (whether or not statutory) which are not overdue for a period of more than 30 days or which are being contested in good faith and securing claims the payment of by appropriate proceedings, for which a reserve or other appropriate provision, if any, as shall not be required by Section 7.01(c) hereofGAAP, shall have been made; (ve) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) deposits to secure the performance of bids, tenderstrade contracts, leases, contracts (statutory obligations and other than for the payment obligations of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are a like nature incurred or otherwise arise in the ordinary course of business and secure obligations which are in an aggregate amount outstanding at any time not past dueto exceed $7,500,000.00; (vif) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, leases, subleases, licenses, sublicenses, restrictions on the use of Property or minor imperfections in title thereto which, individually and in the aggregate, could not reasonably be expected to cause a Material Adverse Change, and which do not in any case materially detract from the value of the Borrowers, Property subject thereto or interfere with the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year ordinary conduct of the business of the Company or any of its Subsidiaries; (g) Liens on Property of Persons which become Subsidiaries of the Company after the Closing Date securing Debt permitted hereby; provided that, (i) such Liens are in existence at the time the respective Persons become Subsidiaries of the Company and were not created in anticipation thereof and (ii) the Debt secured by such Liens (A) is secured only by such Property and not by any other assets of the Subsidiary acquired, and (B) is not increased in amount; (h) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower; (i) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Company or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Company's or such Subsidiary's acquisition of such equipment; provided that, the Debt secured by such Liens (i) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (ii) is secured only by such equipment and not by any other assets of the Company and its Subsidiaries, (iii) is not increased in amount, and (iv) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i) shall not exceed $500,000 for the Borrowers, the Guarantors and their Subsidiaries10,000,000.00; (ixj) Liens securing any MARAD Financing, including the Hercules Title XI Issue; provided that each such Lien encumbers only the property financed in connection with the creation of any such Debt and any other MARAD Collateral; and (k) Liens securing Capitalized Leases to the extent such Debt is permitted by under Section 7.02(g6.02(j); ; provided that (xi) Liens each such Lien only encumbers the property acquired in favor connection with the creation of Old ME Corp. on such Capital Lease and all proceeds therefrom and (ii) the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor fair market value of the Sellers on collateral securing any such Debt may exceed the Capital Stock outstanding principal amount of Xxxx-Xx securing such Debt only to the Xxxx-Xx Earn Out Paymentextent such excess is within customary commercial bank lending and collateralization requirements.

Liens, Etc. Create The Borrower will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Obligations in accordance with the provisions of Section 7.12), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be required by yet due and payable or which is being contested in compliance with Section 7.01(c) hereof7.5 hereof and Section 1.18 of the Mortgages; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)lessors, such as landlords' lienslandlords and carriers, vendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is being contested in compliance with Section 7.5 hereof and Section 1.18 of the Mortgages, in each case (i) not be required by Section 7.01(cincurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) hereofincurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and precautionary Liens in favor of lessors under capital leases and leases of equipment in the ordinary course of business; (vc) deposits, pledges or Liens (other than Liens arising under ERISA any Lien imposed by ERISA) incurred or deposits made in the Internal Revenue Codeordinary course of business (i) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the payment borrowing of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vid) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit; (f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay; (g) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities or encumbrances, which, in the title thereto which do not each case either (Ai) secure obligations for the payment of moneyare granted, entered into or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of the business of the BorrowersBorrower or any Restricted Subsidiary or (ii) do not, individually or in the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year aggregate, present a reasonable likelihood of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiarieshaving a Material Adverse Effect; (ixh) Liens on property or assets of any Restricted Subsidiary securing Capitalized Leases permitted Indebtedness of the type described in Section 8.1(c) of such Restricted Subsidiary owing to the Borrower or a Wholly-Owned Restricted Subsidiary; (i) [Intentionally omitted]; (j) Liens created by any of the Security Documents securing Indebtedness evidenced by the First Mortgage Notes (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with Section 7.02(g8.1(a); (xk) Liens created by any of the Security Documents securing the Indebtedness incurred under the Acquisition Commitment (or any extension, renewal, refunding, replacement-or refinancing of any such Indebtedness) in favor accordance with Section 8.1(b); (l) Liens created by any of Old ME Corp. the Security Documents securing the Indebtedness, or Letters of Credit, incurred under the Revolving Commitment (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with Section 8.1(e); (m) Liens (other than the Liens referred to in clauses (j), (k) or (l) above) securing Indebtedness represented by the First Mortgage Notes or other Indebtedness incurred in accordance with Section 8.1(b), 8.1(e) or 8.1(l) or, to the extent incurred (i) to repay Indebtedness or letter of credit obligations incurred and outstanding under the Acquisition Commitment or the Revolving Commitment (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness), (ii) to finance the making of expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on the books of the Borrower and the Restricted Subsidiaries in accordance with GAAP) of or additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, or (iii) by assumption in connection with additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, under Section 8.1(f), provided, that (1) such Liens are effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Security Documents with the holders of the Notes and the other Indebtedness secured under the Security Documents, (2) in the case of Indebtedness incurred in accordance with Section 8.1(b) or Section 8.1(f) to finance the making of additions to the General Collateral, the Borrower has delivered to the Collateral Agent an Officers' Certificate demonstrating that the principal amount of such Indebtedness (net of transaction costs funded by the proceeds of such Indebtedness) does not exceed the lesser of the cost to the Borrower and the Restricted Subsidiaries of such additional property or assets and the fair market value of such additional property or assets at the time of the acquisition thereof (as determined in good faith by the General Partner), and (3) the Borrower has delivered to the Collateral Agent an opinion of counsel reasonably satisfactory to the Collateral Agent with regard to the attachment and perfection of the Lien of the Security Documents with respect to such additional property and assets; (n) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Borrower, or existing at the time of acquisition upon any property acquired by the Borrower or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower or such Subsidiary, or created to secure Indebtedness incurred under Section 8.1(f) to pay all or any part of the purchase price (a "PURCHASE MONEY LIEN") of property (including without limitation Capital Stock and other securities) acquired by the Borrower or a Restricted Subsidiary, provided, that (i) any such Lien shall be confined solely to such item or items of Miss Xxxxx securing property and, if required by the Miss Xxxxx Earn Out Paymentterms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with such acquired property, (ii) such item or items of property so acquired are not required to become part of the General Collateral under the terms of the Security Documents, (iii) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iv) any such Purchase Money Lien shall be created not later than 30 days after the acquisition of such property and (v) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person's becoming a Subsidiary of the Borrower or such acquisition of property by the Borrower or any Subsidiary; (o) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; (p) Liens arising from or constituting Permitted Encumbrances as defined under the Security Documents; and (xiq) Liens in favor any Lien renewing or extending any Lien permitted by subsection (h), (j), (k), (l), (m) or (n) of this Section 8.3, provided, that (i) the principal amount of the Sellers Indebtedness secured by any such Lien shall not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien (together with, in the case of Indebtedness permitted by Section 8.1(a), any accrued interest thereon and prepayment charges with respect thereto), and (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be encumbered thereby. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Security Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h), (o) and (to the extent that any such Lien extends or renews a Lien permitted by subsection (h) of this Section 8.3) (q) of this Section 8.3, the Borrower will not permit AEPLP or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on the Capital Stock or with respect to any property or asset (including any document or instrument in respect of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentgoods or accounts receivable) of AEPLP or such Subsidiary, whether such property or assets are now owned or held or hereafter acquired, or any income or profits therefrom.

Liens, Etc. Create The Borrower will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, or assign any income or otherwise transferprofits therefrom, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be required by yet due and payable or which is being contested in compliance with Section 7.01(c) 7.4 hereof; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)lessors, such as landlords' lienslandlords and carriers, vendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is being contested in good faith by appropriate proceedings and (i) not be required by Section 7.01(c) hereof; (v) depositsincurred or made in connection with the borrowing of money, pledges the obtaining of advances or Liens (other than Liens arising under ERISA credit or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, the deferred purchase price of property or (Cii) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and secure obligations which are not past dueprecautionary Liens in favor of lessors under capital leases and leases of equipment in the ordinary course of business; (vic) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money; (d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit; (f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay; (g) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities or encumbrances, which, in the title thereto which do not each case either (Ai) secure obligations for the payment of moneyare granted, entered into or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of the business of the BorrowersBorrower or any Restricted Subsidiary or (ii) do not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect; (h) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Borrower, or existing at the time of acquisition upon any property acquired by the Borrower or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower or such Subsidiary, or created to secure Indebtedness incurred under Section 8.1(f) to pay all or any part of the purchase price (a “Purchase Money Lien”) of property (including without limitation Capital Stock and other securities) acquired by the Borrower or a Restricted Subsidiary, provided, that (i) any such Lien shall be confined solely to such item or items of property and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with such acquired property, (ii) in the case of a Purchase Money Lien, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the BorrowersIndebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iii) any such Purchase Money Lien shall be created not later than 30 days after the Guarantors acquisition of such property and their Subsidiaries(iv) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person’s becoming a Subsidiary of the Borrower or such acquisition of property by the Borrower or any Subsidiary; (ixi) Liens securing other obligations otherwise permitted under this Agreement, including, but not limited to, Capitalized Leases permitted Lease Obligations, which obligations secured by Section 7.02(g)such Liens shall not exceed an amount equal to 3% of Consolidated Net Tangible Assets at such time; (xj) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentFirst Mortgage Notes that attach to the assets of the Borrower or any Restricted Subsidiary pursuant to Section 1.3 of either of the First Mortgage Note Agreements; provided, that at no time when such Liens exist, shall the Leverage Ratio exceed 2.00 to 1.00; and (xik) Liens easements, exceptions or reservations in favor any property of the Sellers Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Restricted Subsidiary. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Guaranty Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h) and (i) of this Section 8.3, the Borrower will not permit AEPLP or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on the Capital Stock or with respect to any property or asset (including any document or instrument in respect of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentgoods or accounts receivable) of AEPLP or such Subsidiary, whether such property or assets are now owned or held or hereafter acquired, or any income or profits therefrom.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume, or suffer to exist, any Lien lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of their propertiesits properties of any character (including, rights or other assetswithout limitation, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit accounts) (any of its Subsidiaries the foregoing being referred to assign or otherwise transferherein as a “Lien”), any right to receive incomeexcluding, other than however, from the following ("Permitted Liens"): ---------------operation of the foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofpast due; (ivii) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens’s, mechanics' ’, carriers’, workmen’s and repairmen’s liens and other similar Liens, Liens arising in the ordinary course of business securing obligations which are not overdue and securing claims the payment of which shall not be required have been in existence less than ninety days or which are being contested in good faith by Section 7.01(c) hereofappropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (viii) deposits, pledges or Liens deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (other than Liens arising under ERISA or the Internal Revenue Codeiv) securing (A) obligations incurred purchase money Liens upon or in respect property now owned or hereafter acquired by the Borrower or any of workers' compensationits Subsidiaries in the ordinary course of business (consistent with present practices, unemployment insurance it being understood that for purposes of this clause, the purchase, construction or other forms maintenance of governmental insurance generating facilities by the Borrower or benefits, (B) the performance any of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only its Subsidiaries shall be deemed to the extent such deposits, pledges or Liens are incurred or otherwise arise be in the ordinary course of business and consistent with present practices) to secure obligations which are (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not past duetheretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary; (vi) easementsattachment, rights-of-way, zoning and similar restrictions and judgment or other similar charges Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and encumbrances on the use of real property and minor irregularities claims secured thereby are being actively contested in the title thereto which do not (A) secure obligations for good faith by appropriate proceedings or the payment of money, or which is covered in full (Bsubject to customary deductible amounts) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessinsurance maintained with responsible insurance companies; (vii) Liens created under on the Factoring Agreementsownership interests in, and the assets of, any Foreign Subsidiary of the Parent to secure not more than $300,000,000 aggregate principal amount of Debt (inclusive of any such liens held by the Parent and IPL) of any Foreign Subsidiary of the Parent; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt; (viii) purchase money liens on or purchase money security interests Liens incurred in equipment acquired or held connection with the sales of assets permitted in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.5.2

Liens, Etc. Create or suffer to exist, any Lien, other charge or permit encumbrance, or any other type of their ----------- Subsidiaries to create or suffer to existpreferential arrangement, any Lien upon or with respect to any of their the Borrower's or Guarantor's properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than in each case to secure or provide for the payment of any Debt of any Person, except for the following permitted Liens ("Permitted Liens"): ---------------): (i) Liens created pursuant to the Loan Documentsarising under this Agreement; (ii) Liens existing on for current taxes, assessments or other governmental charges which are not delinquent or remain payable without any penalty, or the date hereof, as validity of which are contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof and appropriate reserves are set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedaside therefor; (iii) Liens deposits or pledges to secure: (A) statutory obligations; (B) surety or appeal bonds; (C) bonds for taxesrelease of attachment, assessments stay of execution or governmental charges injunction; (D) performance of bids, tenders, contracts (other than for the repayment of Debt) or levies to leases, or for purposes of like general nature in the extent that the payment thereof shall not be required by Section 7.01(c) hereofordinary course of its business; (iv) Liens created any Lien renewing, extending or refunding any Lien existing on the date hereof or permitted by operation of law or leases clauses (i) through (iii) above, provided that the principal amount secured is not increased, and the Lien is not extended to other than Liens created under Environmental Laws)property; (v) liens on tractors, such as landlords' liens, materialmen's liens, mechanics' liens trailers and other similar Liensequipment purchased or leased by Borrower or Guarantor, arising provided, that such liens are created substantially simultaneously with the purchase or lease of such tractors, trailers and other equipment in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only such liens are confined solely to the extent such depositstractors, pledges trailers and other equipment so purchased or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due;leased; or (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances such liens as are specifically identified on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(gSchedule 7.3(a)(v); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------): (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.the

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------): (ia) Liens created pursuant to the Loan Documents; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) 8.01 hereto, and the renewal and or replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiic) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) 7.02 hereof; (ivd) Liens created by operation of law or leases (other than Liens created under Environmental Laws)Liens, such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liensliens, arising in the ordinary course of business and securing claims the payment which secure amounts not overdue for a period of more than 60 days or which shall not be required are being contested in good faith by Section 7.01(c) hereofappropriate proceedings; (ve) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vif) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A1) secure obligations for the payment of money, money or (B2) materially impair the value of such property or materially impair the its use thereof by the Borrowers, the Guarantors Borrower or any of their its Subsidiaries in the normal conduct of such Person's business; (viig) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries real property securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; permitted under Section 8.02 (ixb) Liens securing Capitalized Leases permitted by Section 7.02(g); or (xc) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymenthereof.

Liens, Etc. Create or suffer to existThe Borrower will not, or and will not permit any of their ----------- its Subsidiaries to create or any Holdco Entity to, create, assume, incur or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than except that the following Borrower or any of its Subsidiaries or any Holdco Entity may create, incur, assume, or suffer to exist Liens ("“Permitted Liens"): ---------------”): (ia) Liens created pursuant to securing the Loan DocumentsObligations; (iib) Liens existing for taxes, assessments, governmental charges, or levies on Property of the date hereofBorrower, as set forth any of its Subsidiaries or any Holdco Entity not yet due or that (provided foreclosure, sale or other similar proceedings shall not have been initiated) are being contested in Schedule 7.02(a)(ii) heretogood faith by appropriate proceedings, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien reserve as may be required by GAAP shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedhave been made therefor; (iiic) in favor of bankers and/or financial institutions in respect of deposit accounts, other Liens for taxesimposed by law, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) such as landlords’, carriers’, warehousemen’s and mechanics’ liens and other similar Liens created arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or leases that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by GAAP shall have been made therefor; (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, d) arising in the ordinary course of business and securing claims out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the payment Borrower, any of which shall not be required by Section 7.01(c) hereofits Subsidiaries or any Holdco Entity; (ve) depositscomprised of minor defects, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred irregularities, and deficiencies in respect of workers' compensationtitle to, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar restrictions, charges or encumbrances, defects and encumbrances on irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of the Borrower or any of its Subsidiaries or any Holdco Entity which, individually and in the aggregate, do not materially interfere with the ordinary conduct of Business, do not materially detract from the value or the use of real the property which they affect, and minor irregularities could not reasonably have a Material Adverse Effect; (f) comprised of deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the title thereto which ordinary course of business; 3rd Amended/Restated Credit Agreement (g) created out of judgments or awards against the Borrower, any of its Subsidiaries or any Holdco Entity and that (i) do not give rise to an Event of Default and (Aii) secure obligations with respect to which the Borrower, such Subsidiary or such Holdco Entity at the time shall be properly and timely prosecuting an appeal or proceedings for the payment review and with respect to which it shall have secured a stay of money, execution pending such appeal or proceedings for review; (Bi) materially impair the value of such property constituting purchase money Liens or materially impair the use thereof security interests upon or in any Property acquired or held by the Borrowers, the Guarantors Borrower or any of their its Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held any Holdco Entity in the ordinary course of business to secure the purchase price of such Property or to secure indebtedness incurred solely for the Borrowers, purpose of financing the Guarantors acquisition of such Property and their Subsidiaries (ii) securing Indebtedness not exceeding in any Fiscal Year of the Company Capital Leases; provided that (A) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (h) shall not exceed the greater of (x) $500,000 for 75,000,000 and (y) two and one-half percent (2.5%) of the BorrowersBorrower’s Consolidated Net Tangible Assets, (B) no such Lien may extend to or cover any Property other than the Guarantors Property being acquired or leased, and their Subsidiaries(C) no such renewal or refinancing may extend to or cover any property not previously subject to the Lien being renewed or refinanced; (ixi) assumed by Borrower or its Subsidiaries or any Holdco Entity in connection with an Acquisition; provided, that such Liens securing Capitalized Leases were not created in contemplation of such Acquisition and do not extend to any assets other than those acquired, and the applicable Debt is permitted by Section 7.02(g6.02(i); (xj) Liens in favor of Old ME Corp. (i) existing on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and Amendment No. 2 Closing Date and listed on Schedule 6.01 attached hereto and (xiii) any Liens in favor of the Sellers Parent or any of its Subsidiaries that are not Loan Parties (or any assignee or successor thereto that is an Affiliate of the Parent) securing certain obligations owing to the Parent or any of its Subsidiaries that are not Loan Parties (or such Affiliate assignee or successor) similar to those obligations owing under the Pipelines and Terminals Agreements so long as such Liens are subordinated to the Liens on the Capital Stock of Xxxx-Xx same assets securing the XxxxObligations on terms not less advantageous to the Administrative Agent and the Lenders and similar to those contained in the Subordination, Non-Xx Earn Out PaymentDisturbance and Attornment Agreement executed by the Administrative Agent and HollyFrontier Corporation as of July 8, 2005, in each case, including any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted by Section 6.02; (k) securing Debt permitted under Section 6.02(k); and (l) on cash and Liquid Investments securing Swap Contracts between the Borrower or any of its Subsidiaries or any Holdco Entity and any Person who is not a Lender or an Affiliate of a Lender party to such Swap Contract; provided the aggregate amount of cash and/or Liquid Investments subject to such Liens may at no time exceed $25,000,000.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, in each case to secure any indebtedness of any Person other than the following ("Permitted Liens"): --------------- (i) Liens created pursuant to the Loan Documents; in favor of Bank; (ii) Liens existing reflected on the date hereof, as set forth in Schedule 7.02(a)(iiSCHEDULE 6.2(C) hereto, and ; (iii) purchase money Liens upon or in any personal property acquired or held by Borrower or any Subsidiary in the renewal and replacement ordinary course of business to secure the purchase price of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by to secure purchase money financing incurred solely for the Lien renewed purpose of financing the acquisition of rights in or replaced use of such property; and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiiiv) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) yet due or thereafter payable without penalty, or Liens created by operation of law or leases (other than Liens created under Environmental Laws)carriers, such as landlords' liens, materialmen's lienswarehousemen, mechanics' liens , materialmen and other similar Liens, arising landlords incurred in the ordinary course of business for sums not overdue, or any such Liens being diligently contested in good faith by appropriate proceedings and securing claims for which adequate reserves in accordance with GAAP shall have been set aside on its books (but only if such Liens do not, individually or in the payment aggregate, result in a Materially Adverse Change or materially adversely affect the rights of which shall not be required by Section 7.01(c) hereof; Bank); (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect the ordinary course of workers' business in connection with workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the or to secure performance of bidsstatutory obligations, tenders, leases, leases and contracts (other than for the payment of borrowed money) and statutory obligations, entered into in the ordinary course of business or (C) to secured obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business ; and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on judgment Liens in existence less than 30 days after the use of real property and minor irregularities in the title thereto entry thereof or with respect to which do not (A) secure obligations for execution has been stayed or the payment of money, or which is covered in full (Bsubject to a customary deductible) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentinsurance.

Liens, Etc. Create The Borrower will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, or assign any income or otherwise transferprofits therefrom, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be required by yet due and payable or which is being contested in compliance with Section 7.01(c) 7.4 hereof; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)lessors, such as landlords' lienslandlords and carriers, vendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is being contested in good faith by appropriate proceedings and (i) not be required by Section 7.01(c) hereof; (v) depositsincurred or made in connection with the borrowing of money, pledges the obtaining of advances or Liens (other than Liens arising under ERISA credit or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, the deferred purchase price of property or (Cii) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and secure obligations which are not past dueprecautionary Liens in favor of lessors under capital leases and leases of equipment in the ordinary course of business; (vic) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money; (d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit; (f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay; (g) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities or encumbrances, which, in the title thereto which do not each case either (Ai) secure obligations for the payment of moneyare granted, entered into or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of the business of the BorrowersBorrower or any Restricted Subsidiary or (ii) do not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect; (h) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Borrower, or existing at the time of acquisition upon any property acquired by the Borrower or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower or such Subsidiary to pay all or any part of the purchase price (a “Purchase Money Lien”) of property (including without limitation Capital Stock and other securities) acquired by the Borrower or a Restricted Subsidiary, provided, that (i) any such Lien shall be confined solely to such item or items of property and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with such acquired property, (ii) in the case of a Purchase Money Lien, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the BorrowersIndebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iii) any such Purchase Money Lien shall be created not later than 30 days after the Guarantors acquisition of such property and their Subsidiaries(iv) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person’s becoming a Subsidiary of the Borrower or such acquisition of property by the Borrower or any Subsidiary; (ixi) Liens securing other obligations otherwise permitted under this Agreement, including, but not limited to, Capitalized Leases permitted Lease Obligations, which obligations secured by Section 7.02(g)such Liens shall not exceed an amount equal to 3% of Consolidated Net Tangible Assets at such time; (xj) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentFirst Mortgage Notes that attach to the assets of the Borrower or any Restricted Subsidiary pursuant to Section 1.3 of either of the First Mortgage Note Agreements; provided, that at no time when such Liens exist, shall the Leverage Ratio exceed 2.00 to 1.00; and (xik) Liens easements, exceptions or reservations in favor any property of the Sellers Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Restricted Subsidiary. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Guaranty Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h) and (i) of this Section 8.3, the Borrower will not permit AEPLP or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on the Capital Stock or with respect to any property or asset (including any document or instrument in respect of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentgoods or accounts receivable) of AEPLP or such Subsidiary, whether such property or assets are now owned or held or hereafter acquired, or any income or profits therefrom.

Liens, Etc. Create or suffer to existThe Borrower will not, or and will not permit any of their ----------- its Subsidiaries to create to, create, assume, incur or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than except that the following Borrower or any of its Subsidiaries may create, incur, assume, or suffer to exist Liens ("Permitted Liens"): ---------------): (ia) Liens created pursuant to Securing the Loan DocumentsObligations; (iib) Liens existing For taxes, assessments, governmental charges, or levies on Property of the date hereofBorrower or any Guarantor not yet due or that (provided foreclosure, as set forth sale or other similar proceedings shall not have been initiated) are being contested in Schedule 7.02(a)(ii) heretogood faith by appropriate proceedings, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien reserve as may be required by GAAP shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedhave been made therefor; (iiic) In favor of bankers and/or financial institutions in respect of deposit accounts, other Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required imposed by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens', materialmencarriers', warehousemen's liens, and mechanics' liens and other similar Liens, Liens arising by operation of law in the ordinary course of business and securing claims the payment in respect of which shall obligations that are not yet due or that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by Section 7.01(c) hereofGAAP shall have been made therefor; (vd) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise Arising in the ordinary course of business and out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations which are not past dueof the Borrower or any Guarantor; (vie) Comprised of minor defects, irregularities, and deficiencies in title to, and easements, rights-of-way, zoning and similar restrictions and other similar restrictions, charges or encumbrances, defects and encumbrances on irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of the Borrower or any of its Subsidiaries which, individually and in the aggregate, do not materially interfere with the ordinary conduct of Business, do not materially detract from the value or the use of real the property which they affect, and minor irregularities could not reasonably have a Material Adverse Effect; (f) Comprised of deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the title thereto which do not (A) secure obligations for the payment ordinary course of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (viig) Liens created under Created or arising after the Factoring Agreementsdate of this Agreement out of judgments or awards against the Borrower or any Guarantor and that (i) do not give rise to an Event of Default and (ii) with respect to which the Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review; (viiih) Securing obligations of such Person as lessee under Capital Leases permitted by Section 6.02; (i) Constituting purchase money liens on Liens or purchase money security interests created or arising after the date of this Agreement upon or in equipment any Property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such Property or to secure indebtedness incurred solely for the Borrowers, purpose of financing the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year acquisition of the Company such Property; provided that (A) the aggregate principal amount of $500,000 for the Borrowers, indebtedness secured by the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); this paragraph (xi) Liens in favor of Old ME Corp. on shall not exceed $10,000,000, (B) no such Lien may extend to or cover any Property other than the Capital Stock of Miss Xxxxx securing Property being acquired, and (C) no such renewal or refinancing may extend to or cover any property not previously subject to the Miss Xxxxx Earn Out PaymentLien being renewed or refinanced; and (xij) Assumed by Borrower or its Subsidiaries in connection with an Acquisition, provided, that the aggregate amount of all Debt secured by such Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentmay not exceed $10,000,000.

Liens, Etc. Create or suffer to existIn the case of the Borrower and each of the Restricted Subsidiaries, create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on any property or with respect to any of their properties, rights assets (including stock or other assetssecurities of any Person, whether including any Subsidiary) now owned or hereafter acquired, or assign or otherwise transferconvey any rights to or security interests in any future revenue, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant on property or assets of the Borrower and its Subsidiaries existing on the date hereof and (A) disclosed in the financial statements referred to in Section 4.01(e) or (B) securing Debt in an aggregate principal amount not in excess of $50,000,000; provided that such Liens shall secure only those obligations which they secure on the Loan Documentsdate hereof; (ii) Liens any Lien existing on any property or asset prior to the date hereofacquisition thereof by the Borrower or any Subsidiary; provided that (A) such Lien is not created in contemplation of or in connection with such acquisition and (B) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary; (iii) carriers’, as set forth warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in Schedule 7.02(a)(iithe ordinary course of business and securing obligations that are not due or which are otherwise allowed in accordance with the provisions of Section 5.01(b); (iv) heretopledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (v) deposits to secure the renewal performance of bids, trade contracts (other than for Debt), leases (other than Capital Lease Obligations), statutory obligations, surety and replacement appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vi) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (vii) Liens upon any property acquired, constructed or improved by the Borrower or any Subsidiary that are created or incurred contemporaneously with acquisition, construction or improvement to secure or provide for the payment of any part of the purchase price of such Liens, property or the cost of such construction or improvement (but no other amounts); provided that any such Lien shall not apply to any other property of the Borrower or any Subsidiary; (viii) Liens securing the payment of taxes, assessments and governmental charges or levies, either (A) not delinquent or (B) permitted in accordance with Section 5.01(b); (ix) Liens on the property or assets of any Subsidiary in favor of the Borrower or another Subsidiary; (x) extensions, renewals and replacements of Liens referred to in subsections (b)(i) through (b)(ix) of this Section 5.02; provided that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien Lie n extended, renewed or replaced and that the Indebtedness obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness the obligations secured by the Lien extended, renewed or replaced; (iiixi) Liens for taxes, assessments or governmental charges or levies in connection with Debt permitted to the extent that the payment thereof shall not be required by incurred pursuant to subsections (a) and (c) of this Section 7.01(c) hereof5.02; (ivxii) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in connection with Debt incurred in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' connection with workmen’s compensation, unemployment insurance and other social security laws or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past dueregulations; (vixiii) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use any attachment or judgment Lien not in excess of real property and minor irregularities in the title thereto which do not $50,000,000 unless (A) secure obligations for the payment of money, enforcement proceedings shall have been commenced by any creditor upon such attachment or judgment or (B) materially impair the value there shall be any period of 45 consecutive days during which a stay of enforcement of such property attachment or materially impair the use thereof judgment, by the Borrowersreason of a pending appeal or otherwise, the Guarantors or any of their Subsidiaries shall not be in the normal conduct of such Person's businesseffect; (viixiv) other Liens created under the Factoring Agreementssecuring Debt in an aggregate principal amount not to exceed 1% of Consolidated Net Worth at any time outstanding; (viiixv) purchase money liens Liens arising in connection with rights of setoff that commercial banks and other financial institutions obtain against monies, securities or other properties of the Borrower and its Restricted Subsidiaries in possession of or on deposit with such banks or purchase money security interests financial institutions, whether in equipment acquired general or special deposit accounts or held in the ordinary course of business of the Borrowersfor safekeeping, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowerstransmission, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentcollection or otherwise; and (xixvi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentaircraft, airframes or aircraft engines, aeronautic equipment or computers and electronic data processing equipment.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, transfer any right to receive income, other than the following ("Permitted Liens"): ---------------than: (i) Liens created pursuant to the Loan Documents; (ii) Liens With respect to Mountaineer, liens existing on the date hereof as set forth on Schedule VI to the Amended Loan Agreement, or, with respect to Speakeasy Reno or Speakeasy Vegas, liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) VI hereto, and the renewal and replacement of such Liensliens, provided that any such renewal or replacement Lien lien shall be limited to the property or assets covered by the Lien lien renewed or replaced and the Indebtedness indebtedness secured by any such renewal or replacement Lien lien shall be in an amount not greater than the amount of Indebtedness indebtedness secured by the Lien lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c8.01(b)(i) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liensliens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c8.01(b)(ii) hereof; (v) deposits, pledges or Liens (other than Liens liens arising under ERISA or the Internal Revenue CodeERISA) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, money or (B) materially impair the value of such property or materially impair the its use thereof by the Borrowers, the Guarantors or any of their Subsidiaries Loan Party in the normal conduct of such PersonLoan Party's business; (vii) Liens created under the Factoring Agreements; (viiiA) purchase money liens on or purchase money security interests in equipment acquired or held by any Borrower in the ordinary course of its business to secure the purchase price of such property or Indebtedness incurred solely for the purpose of financing the acquisition of such property, or (B) liens or security interests existing on such property at the time of its acquisition, PROVIDED, that (1) no such lien or security interests shall extend to cover any other property of the Borrowers, and (2) the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, Indebtedness secured by any such lien or security interest shall not exceed 100% of the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor lesser of Old ME Corp. on the Capital Stock fair market value or the cost of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentproperty so held or acquired; and (xiviii) Liens any other Lien in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentLender.

Liens, Etc. Create Create, assume or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon or with respect to any of their properties, rights its property or assets (other assetsthan Unrestricted Margin Stock), whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries ; provided that this Section shall not apply to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------following: (i) Liens created pursuant to the Loan Documentsfor taxes not yet due or that are being actively contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (ii) other statutory, common law or contractual Liens incidental to the conduct of its business or the ownership of its property and assets that (A) were not incurred in connection with the borrowing of money or the obtaining of advances or credit, and (B) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business; (iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (iv) pledges or deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) Liens on property or assets to secure obligations owing to any member of the Consolidated Group; (vi) (A) purchase money Liens on fixed assets or for the deferred purchase price of property; provided that such Lien is limited to the purchase price and only attaches to the property being acquired and (B) capital leases; (vii) easements, zoning restrictions or other minor defects or irregularities in title of real property not interfering in any material respect with the use of such property in the business of any member of the Consolidated Group; (viii) Liens existing on the date hereofof this Agreement and, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising securing obligations in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount excess of $500,000 for the Borrowers25,000,000, the Guarantors and their Subsidiariesset forth on Schedule 5.02(a) hereto; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g)any Lien granted to Agent, for the benefit of the Lenders; (x) Liens on Receivables Related Assets of a Receivables Subsidiary in favor connection with the sale of Old ME Corp. such Receivables Related Assets pursuant to Section 5.02(f)(iii) hereof; (xi) in addition to the Liens permitted herein, additional Liens, so long as the aggregate principal amount of all Debt and other obligations secured by such Liens, when taken together with, without duplication, the principal amount of all Debt of Subsidiaries that are not Guarantors incurred pursuant to Section 5.02(e)(viii) below, does not exceed an amount equal to 10% of the Consolidated Total Assets at the time such Debt or other obligation is created or incurred; (xii) Permitted Encumbrances; (xiii) any Lien existing on any property or asset prior to the Capital Stock acquisition thereof by any member of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentConsolidated Group or existing on any property or assets of any Person at the time such Person becomes a Subsidiary after the Closing Date; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, and (ii) such Lien does not apply to any other property or assets of any member of the Consolidated Group (other than Persons who become members of the Consolidated Group in connection with such acquisition); (xiv) Liens arising in connection with any margin posted related to Hedge Agreements entered other than for speculative purposes; (xv) any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clauses (vi), (viii), (xi) and (xiii) of this Section 5.02(a); provided that (x) the principal amount of the obligations secured thereby shall be limited to the principal amount of the obligations secured by the Lien so extended, renewed or replaced (and, to the extent provided in such clauses, extensions, renewals and replacements thereof), (y) such Lien shall be limited to all or a part of the assets that secured the obligation so extended, renewed or replaced and (z) in the case of any extension, renewal or replacement (or successive renewals or replacements) in whole or in part of any Lien referred to in clause (xi) of this Section 5.02(a) such extension, renewal or replacement (or successive renewals or replacements) shall utilize basket capacity under such clause (xi) prior to any excess amount not permitted thereunder being permitted under this clause (xv); and (xixvi) Liens in favor on the products and proceeds (including, without limitation, insurance condemnation and eminent domain proceeds) of and accessions to, and contract or other rights (including rights under insurance policies and product warranties) derivative of or relating to, property subject to Liens under any of the Sellers on the Capital Stock paragraphs of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentthis Section 5.02(a).

Liens, Etc. Create Will not create, incur, assume or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume or suffer to exist, any Lien upon on or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, other than the following ("Permitted Liens"): ---------------than: (i) Liens created pursuant to the Loan Documents;Permitted Liens; MARRIOTT CREDIT AGREEMENT (ii) Liens existing outstanding on the date hereof, Effective Date and described on Schedule II as set forth in Schedule 7.02(a)(ii) heretoof the Effective Date (“Existing Liens”), and any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property of the renewal and replacement Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such business to replace property covered by Existing Liens, provided that any such renewal or replacement Lien shall be limited and (3) de minimis other property incidental to the property referred to in clause (1) or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced(2) above; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofPurchase Money Liens; (iv) Liens created by operation on properties of law (X) MVCI, any SLS Entity or leases any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other than Liens created under Environmental Laws)Subsidiary of the Company principally engaged in the business of finance, such as landlords' liensbanking, materialmen's lienscredit, mechanics' liens and leasing, insurance or other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereofoperations; (v) depositsLiens on properties of Subsidiaries of the Company, pledges or Liens (other than Liens arising under ERISA or which properties are located outside the Internal Revenue Code) securing (A) obligations incurred in respect United States of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past dueAmerica; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessLiens securing COLI Debt; (vii) Liens created under on ownership interests of the Factoring Agreements;Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of such partnerships or joint ventures, or of Subsidiaries of such partnerships or joint ventures; and (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries other Liens securing Indebtedness not exceeding in any Fiscal Year of the Company the an aggregate principal amount of Indebtedness or other obligations not to exceed $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment300,000,000 at any time outstanding.

Liens, Etc. Create or suffer to exist, or permit any of ----------- their ----------- Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): --------------- (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 1,000,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xix) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create or suffer to existThe Borrower shall not, or nor shall it permit any of their ----------- its Subsidiaries to create to, create, assume, incur or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive incomeincome therefrom, other than except that the Borrower and its Subsidiaries may create, incur, assume and suffer to exist the following which are permitted liens ("Permitted Liens"): ---------------): (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or governmental charges or levies to on its Property if the extent that the payment thereof same shall not at the time be required delinquent or thereafter can be paid without penalty, or are being contested in good faith and by Section 7.01(c) hereofappropriate proceedings and for which reserves in accordance with GAAP shall have been set aside on its books; (ivb) Liens created imposed by law, or arising by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlordsincluding, without limitation, landlord's carriers', warehousemen's, mechanics' liens, materialmen's liens, mechanics' liens maritime Liens and other similar Liens, liens arising in the ordinary course of business and securing claims the which secure payment of obligations not more than 60 days past due or which are being contested in good faith by appropriate proceedings and for which reserves in accordance with GAAP shall not be required by Section 7.01(c) hereofhave been set aside on the books of the applicable Person; (vc) deposits, Liens incurred and pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise deposits made in the ordinary course of business and secure obligations which are in connection with worker's compensation, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, other than any Lien imposed by ERISA not past dueotherwise permitted by this Agreement; (vid) zoning restrictions, easements, rights-of-waylicenses, zoning and similar covenants, reservations, restrictions and other similar charges and encumbrances on the use of Property, defects, irregularities and deficiencies in title to Property and such other encumbrances or charges against real property as are of a nature generally existing with respect to Property of a similar character and minor irregularities which, in the title thereto aggregate, are not substantial in amount, and which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair in any material way interfere with the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Borrower or its Subsidiaries; (ixe) Liens securing Capitalized Leases permitted by Section 7.02(g)existing on the Closing Date and described in Schedule 6.1; (f) Liens created by Capitalized Leases provided that the Liens created by any such Capitalized Lease attach only to the Property leased pursuant thereto and proceeds (including, without limitation, proceeds from associated contracts and insurances) of, and improvements, accessories and upgrades to, the Property leased pursuant thereto; (g) Liens to secure Debt incurred for the purpose of financing all or a part of the purchase price or construction cost of Property if (A) the principal amount of the Debt secured by such Liens does not exceed the cost of the Property so acquired or constructed plus transaction costs related thereto, (B) such Liens do not encumber any other Property (other than the proceeds (including, without limitation, proceeds from associated contracts and insurances) of, and improvements, accessories and upgrades to, the Property so acquired or constructed), and (C) such Liens attach no later than 12 months after the later of (x) Liens in favor commencement of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor commercial operation of the Sellers on Property so acquired or constructed, (y) completion of the Capital Stock construction or acquisition of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.such Property and (z) acquisition of such Property;

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------): (ia) Liens created pursuant to the Loan Documents; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) 8.01 hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiic) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) 7.02 hereof; (ivd) Liens created by operation of law or leases (other than Liens created under Environmental Laws)Liens, such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liensliens, arising in the ordinary course of business and securing claims the payment which secure amounts not overdue for a period of more than thirty (30) days or which shall not be required are being contested in good faith by Section 7.01(c) hereofappropriate proceedings; (ve) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue CodeERISA) securing (A1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vif) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A1) secure obligations for the payment of money, money or (B2) materially impair the value of such property or materially impair the its use thereof by the Borrowers, the Guarantors or any of their Subsidiaries Borrowers in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viiig) purchase money liens Liens on or purchase money security interests in equipment or real property acquired or held in the ordinary course of its business securing Indebtedness, provided that the Liens do not extend to any Collateral and the holders of such Liens shall expressly provide that the BorrowersAdministrative Agent and the Lenders shall at all times have access to the premises in order to acquire, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year hold, improve, repair, maintain, sell or otherwise dispose of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their SubsidiariesCollateral; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create The Borrower will not create, assume, incur or suffer to exist, or permit any of their ----------- its Subsidiaries (except for Permitted Other Subsidiaries) to create create, assume, incur, or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than except that the following ("Permitted Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens"): ---------------: (ia) Liens created pursuant to securing the Loan DocumentsObligations; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies on Property of the Borrower or any Guarantor to the extent that the payment thereof shall not required to be required by Section 7.01(c) hereofpaid pursuant to Sections 5.03; (ivc) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens’, materialmen's lienscarriers’, warehousemen’s and mechanics' ’ liens or otherwise arising from litigation) (a) which are being contested in good faith and other similar Liensby appropriate proceedings, arising (b) with respect to which reserves in conformity with GAAP have been provided, (c) which have not resulted in any Hotel Property being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (d) neither the ordinary course Administrative Agent nor any Bank could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of business and securing claims the non-payment of which shall such charge or claim and (e) such contest does not, and could not reasonably be required by Section 7.01(c) hereofexpected to, result in a Material Adverse Change; (vd) deposits, pledges or Liens (other than Liens arising under ERISA or on leased personal property to secure solely the Internal Revenue Code) securing (A) lease obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent associated with such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past dueproperty; (vie) easements, rightssecuring Secured Recourse Indebtedness and Secured Non-of-way, zoning and similar restrictions and other similar charges and encumbrances on Recourse Indebtedness permitted pursuant to the use provisions of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment6.02; and (xif) Liens arising under the New York Mortgages; provided, no New York Mortgage shall be permitted hereunder unless the Administrative Agent is a “Qualified Unsecured Lender” (as such term is defined in favor the Existing Revolving Credit Agreement) with respect to such New York Mortgage for purposes of Section 9.01(f) of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentExisting Revolving Credit Agreement.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- respective Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------): (ia) Liens created pursuant to the Loan Documents; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii8.01 hereto; (c) heretoLiens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.02 hereof; (d) Liens created by operation of law other than Environmental Liens, such as materialmen's liens, mechanics' liens and other similar liens, arising in the renewal ordinary course of business which secure amounts not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; (e) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and replacement statutory obligations, or (3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (f) restrictions on the use of real property and minor irregularities in the title thereto which do not (1) secure obligations for the payment of money or (2) materially impair the value of such property or its use by a Borrower or any of its Subsidiaries in the normal conduct of such Person's business; (g) purchase money Liens on or purchase money security interests in equipment or real property acquired or held in the ordinary course of its business securing Indebtedness, provided that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of (1) $75,000,000 from the Closing Date through the first anniversary thereof, (2) an additional $45,000,000 from the first anniversary of the Closing Date through the second anniversary thereof and (3) an additional $45,000,000 from the second anniversary of the Closing Date through the Termination Date; (h) Liens securing Capitalized Leases; (i) to the extent the same constitutes Liens, the interest of the consignor in Inventory held by a Borrower on consignment; (j) Liens on real property of the Borrowers which secure Indebtedness incurred by the Borrowers; provided that (1) after giving effect to the creation of any such Liens and any Sale Lease Back Transaction entered into by a Borrower pursuant to the terms of clause (v) of Section 8.04(b) hereof, the Borrowers own real property with an aggregate book value of not less than $50,000,000 that is free and clear of all Liens other than the Liens described in clauses (c) and (f) of this Section 8.01 and (2) the proceeds of the Indebtedness secured by such Liens are used for working capital purposes or general corporate purposes, in each case which purposes are not otherwise prohibited by the terms of this Agreement; (k) Liens on the cash surrender value of life insurance policies owned by a Borrower, provided that the proceeds of the Indebtedness secured by such Liens are used for working capital purposes or general corporate purposes, in each case which purposes are not otherwise prohibited by the terms of this Agreement; (l) Liens upon any property or assets of any Subsidiary of a Borrower existing at the time such Subsidiary is acquired by, merged into or consolidated with a Borrower in accordance with the terms of this Agreement, provided that such Liens were not created in contemplation of any such acquisition, merger or consolidation; (m) Liens upon any property or assets existing at the time such property or assets are acquired by a Borrower, provided that such Liens were not created in contemplation of such acquisition; and (n) Renewals and replacements of the Liens described in clauses (b), (g), (k), (l) and (m) of this Section 8.01, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume, or suffer to exist, any Lien lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of their propertiesits properties of any character (including, rights or other assetswithout limitation, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit accounts) (any of its Subsidiaries the foregoing being referred to assign or otherwise transferherein as a "LIEN"), any right to receive incomeexcluding, other than however, from the following ("Permitted Liens"): ---------------operation of the foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofpast due; (ivii) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens's, mechanics' ', carriers', workmen's and repairmen's liens and other similar Liens, Liens arising in the ordinary course of business and securing claims obligations which are not overdue or which are being contested in good faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the payment imposition of which shall not be required by Section 7.01(c) hereofsuch Lien; (viii) deposits, pledges or Liens deposits to secure obligations under workmen's compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (other than Liens arising under ERISA or the Internal Revenue Codeiv) securing (A) obligations incurred purchase money Liens upon or in respect property now owned or hereafter acquired by the Borrower or any of workers' compensationits Subsidiaries in the ordinary course of business (consistent with present practices, unemployment insurance it being understood that for purposes of this clause, the purchase, construction or other forms maintenance of governmental insurance generating facilities by the Borrower or benefits, (B) the performance any of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only its Subsidiaries shall be deemed to the extent such deposits, pledges or Liens are incurred or otherwise arise be in the ordinary course of business and consistent with present practices) to secure obligations which are (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not past duetheretofore subject to the Lien being extended, renewed or replaced; (v) Liens securing Debt permitted by Section 5.02(b)(i)(B) or (C); (vi) easementsattachment, rights-of-way, zoning and similar restrictions and judgment or other similar charges Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and encumbrances on the use of real property and minor irregularities claims secured thereby are being actively contested in the title thereto which do not (A) secure obligations for good faith by appropriate proceedings or the payment of money, or which is covered in full (Bsubject to customary deductible amounts) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessinsurance maintained with responsible insurance companies; (vii) Liens created under incurred in connection with the Factoring Agreementssales of assets permitted in subsection 5.02(f)(vii) of this Section; (viii) purchase money liens Liens incurred by the Borrower or any of its Subsidiaries on or purchase money security interests in equipment acquired or held in the ordinary course of business assets of the BorrowersBorrower and its Subsidiaries posted as collateral to secure Nonrecourse Debt or payments on contracts other than for borrowed money, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the an aggregate principal amount of not to exceed $500,000 for the Borrowers, the Guarantors and their Subsidiaries100,000,000; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g);on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; and (x) Liens constituting easements, restrictions and other similar encumbrances arising in favor the ordinary course of Old ME Corp. on business, which in the Capital Stock aggregate do not materially adversely affect the Borrower's use of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andits properties; (xi) other Liens set forth in favor Schedule II hereto, and any extensions or renewals of any such Liens upon or in the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentsame property theretofore subject thereto.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------): (i) Liens or security interests created pursuant to the Senior Loan Documents, and any extension of maturity, refinancing or modification of the terms thereof; provided, however, that such extension, refinancing or modification (A) is pursuant to terms that are not materially less favorable to the Loan Parties than the terms of the Indebtedness created under the Senior Loan Documents and (B) after giving effect to the extension, refinancing or modification, the Borrower remains in compliance with the covenants set forth in Section 6.02(n) hereof; and any Liens permitted under the Senior Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii6.02 (a) hereto, and but not the renewal and replacement extension of such Liens, provided that any such renewal or replacement Lien shall be limited coverage thereof to the other property or assets covered by the Lien renewed extension of maturity, refinancing or replaced and other modification of the terms thereof or of the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedthereby; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental LawsLiens, except to the extent permitted by Section 6.01(h) hereof), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c6.01(b) hereof; (viv) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (viv) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances or covenants on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, money or (B) materially adversely impair the value or marketability of such property or materially impair the its use thereof by the Borrowers, the Guarantors Borrower or any of their Subsidiaries Guarantor in the normal conduct of such Person's business, provided that in all such cases the Borrower or relevant Guarantor complies in all material respects with all of its obligations under such title restrictions or covenants; (vi) Liens securing Capitalized Leases permitted by Section 6.02(g); (vii) Purchase money Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g6.02(b)(v) and 6.02(h); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xiviii) Liens in favor of Non-consensual Liens, but only if the Sellers on Borrower has posted a bond or other financial assurance sufficient to satisfy the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentIndebtedness secured by such Lien.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume, or suffer to exist, any Lien lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of their propertiesits properties of any character (including, rights or other assetswithout limitation, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit accounts) (any of its Subsidiaries the foregoing being referred to assign or otherwise transferherein as a “Lien”), any right to receive incomeexcluding, other than however, from the following ("Permitted Liens"): ---------------operation of the foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofpast due; (ivii) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens’s, mechanics' ’, carriers’, workmen’s and repairmen’s liens and other similar Liens, Liens arising in the ordinary course of business securing obligations which are not overdue and securing claims the payment of which shall not be required have been in existence less than ninety days or which are being contested in good faith by Section 7.01(c) hereofappropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (viii) deposits, pledges or Liens deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (other than Liens arising under ERISA or the Internal Revenue Codeiv) securing (A) obligations incurred purchase money Liens upon or in respect property now owned or hereafter acquired by the Borrower or any of workers' compensationits Subsidiaries in the ordinary course of business (consistent with present practices, unemployment insurance it being understood that for purposes of this clause, the purchase, construction or other forms maintenance of governmental insurance generating facilities by the Borrower or benefits, (B) the performance any of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only its Subsidiaries shall be deemed to the extent such deposits, pledges or Liens are incurred or otherwise arise be in the ordinary course of business and consistent with present practices) to secure obligations which are (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not past duetheretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary; (vi) easementsattachment, rights-of-way, zoning and similar restrictions and judgment or other similar charges Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and encumbrances on the use of real property and minor irregularities claims secured thereby are being actively contested in the title thereto which do not (A) secure obligations for good faith by appropriate proceedings or the payment of money, or which is covered in full (Bsubject to customary deductible amounts) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessinsurance maintained with responsible insurance companies; (vii) Liens created under on the Factoring Agreementsownership interests in, and the assets of, any Foreign Subsidiary of the Parent to secure not more than $300,000,000 aggregate principal amount of Debt (inclusive of any such liens held by the Parent and WPL) of any Foreign Subsidiary of the Parent; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing such Debt; (viii) purchase money liens on Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or purchase money security interests in equipment acquired any similar or held successor legislation, provided that such obligations do not exceed $10,000,000 in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in aggregate at any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiariesone time outstanding; (ix) Liens securing Capitalized Leases incurred in connection with the sales of assets permitted by in Section 7.02(g5.2(d)(ix); (x) Liens incurred in favor of Old ME Corp. on connection with Bonds and the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andIndenture; (xi) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed $100,000,000 outstanding at any one time; (xii) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (xiii) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the use by Borrower or any of its Subsidiaries of their respective properties; (xiv) Liens on assets of any Subsidiary of the Borrower in favor of the Sellers on Borrower or any wholly-owned Subsidiary of the Capital Stock Borrower; (xv) Liens set forth in Schedule III hereto, and any extensions, renewals, refinancing or replacements of Xxxx-Xx any such Liens upon or in the same property theretofore subject thereto; and (xvi) other Liens securing obligations of the Xxxx-Xx Earn Out PaymentBorrower and its Subsidiaries not to exceed more than five percent (5%) of the consolidated assets (valued at book value) of the Borrower and its Subsidiaries at any time.

Liens, Etc. Create Create, incur or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur or suffer to exist, any Lien upon on or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign upon any income or otherwise transferprofits therefrom, or acquire or agree to acquire, or permit any of its Subsidiaries Subsidiary to assign or otherwise transferacquire, any right to receive incomeproperty or assets upon conditional sales agreements or other title retention devices, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to for taxes and assessments or governmental charges or levies and Xxxxx securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the Loan Documentstime required by Section 5.01(a) or (b); (ii) Liens existing on any Lien of or resulting from any judgment or award; provided that either (A) the date hereofamount secured thereby does not exceed $200,000,000 or (B) if the amount secured thereby does exceed $200,000,000, as set forth the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in Schedule 7.02(a)(ii) heretogood faith be prosecuting an appeal or proceeding for a review thereof, and the renewal and replacement execution of such Liens, provided that any such renewal judgment or replacement Lien award shall be limited to the property stayed pending such appeal or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedproceeding for review; (iii) Liens for taxes, assessments or governmental charges or levies incidental to the extent that conduct of business conducted by the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens Borrower and other similar Liens, arising its Subsidiaries in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Codeownership of properties and assets owned by the Borrower and its Subsidiaries (including (x) securing (A) obligations incurred Liens in respect of workers' connection with worker’s compensation, unemployment insurance or and other forms of governmental insurance or benefitslike laws, (By) the performance of bids, tenders, leases, contracts (other than for the payment of money) warehousemen’s and attorneys’ liens and statutory obligationslandlords’ liens and (z) Liens consisting of any right of offset, or (C) obligations statutory or consensual banker’s lien, on surety bank deposits or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise securities accounts maintained in the ordinary course of business and secure obligations which so long as such bank deposits or securities accounts are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations established or maintained for the payment purpose of moneyproviding such right of offset or banker’s lien) and Liens to secure the performance of bids, tenders or trade contracts, or (B) materially impair the value to secure statutory obligations, surety or appeal bonds or other Liens of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held like general nature incurred in the ordinary course of business of the BorrowersBorrower and its Subsidiaries and not in connection with the borrowing of money, provided in each case, the Guarantors and their Subsidiaries securing Indebtedness obligation secured is not exceeding overdue or, if overdue, is being contested in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiariesgood faith by appropriate actions or proceedings; (ixiv) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens survey exceptions or encumbrances, encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other restrictions as to the use of real properties, which are necessary or appropriate in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor good faith judgment of the Sellers on Borrower for the Capital Stock conduct of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.business of the Borrower and its Subsidiaries and which, individually or in the aggregate, do not in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its Subsidiaries taken as a whole;

Liens, Etc. Create or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------than: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under ERISA or Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, money or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) to the extent permitted by Section 7.02(g), purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 3,000,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, other than the following ("Permitted Liens"): ---------------than: (i) Liens created pursuant for taxes not yet due or which are being contested in good faith by appropriate proceedings and with respect to the Loan Documentswhich adequate reserves are being maintained; (ii) Statutory liens of landlords and liens of carriers, warehousemen, mechanics, materialmen and other Liens existing on imposed by law created in the date hereof, as set forth ordinary course of business for amounts not yet due or which are being contested in Schedule 7.02(a)(ii) hereto, good faith by appropriate proceedings and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited with respect to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedwhich adequate reserves are being maintained; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising any lien imposed by ERISA) incurred or deposits made in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms of governmental insurance or benefits, (B) to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, contracts government contracts, performance and return-of-money bonds and other similar obligations (other than exclusive of obligations for the payment of borrowed money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due); (viiv) easementsEasements, rights-of-way, zoning and similar restrictions and other similar charges and or encumbrances not interfering with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (v) Liens existing on any property prior to the use acquisition thereof, or prior to the acquisition of real property and minor irregularities the entity which owns such property, by the Borrower or any of its Subsidiaries, in the title thereto each case which do lien was not created in contemplation of such acquisition; (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase Purchase money liens on or purchase money security interests upon or in equipment any property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property, (B) liens consisting of the Borrowersinterests of lessors under Capitalized Leases and (C) liens not otherwise described above in this Section 6.02(a); provided, that the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year aggregate capitalized amount of the Company Debt incurred pursuant to such Capitalized Leases, plus the aggregate principal amount of $500,000 for the Borrowersindebtedness or other obligations secured by any of the liens described in this clause (vi) (or, if greater, the Guarantors and their Subsidiaries; (ixbook value of the assets that are subject to such liens) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentshall not exceed $20,000,000 at any time outstanding; and (xivii) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentpermitted by Section 6.02(h).

Liens, Etc. Create or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, transfer any right to receive income, other than the following Liens (to the extent, with respect to the Borrowers, their Subsidiaries or any of their assets or properties (x) such Liens are created, incurred or assumed by any of them on or after the Filing Date, such Liens are approved and authorized by the Bankruptcy Court and (y) such Liens are created, incurred or assumed by any of them before the Filing Date, such Liens are valid, perfected and non-avoidable in accordance with applicable law) ("Permitted LiensPERMITTED LIENS"): ---------------): (ia) Liens created pursuant to the Loan DocumentsDocuments or the Interim Financing Order or the Final Financing Order; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced8.01; (iiic) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) 7.02 hereof; (ivd) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business which are not due and securing claims payable or, if due and payable, which are stayed by the payment of which shall not be required by Section 7.01(c) hereofBankruptcy Court or the Bankruptcy Code; (ve) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, obligations or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vif) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.thereto

Liens, Etc. Create or suffer to existThe Borrower, or permit any of the Parent and their ----------- respective ---------- Subsidiaries to create will not create, assume, incur or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than except that the following ("Permitted Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens"): ---------------: (ia) Liens created pursuant to securing the Loan DocumentsObligations; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies on Property of the Borrower or any Guarantor to the extent that the payment thereof shall not required to be required by Section 7.01(c) hereofpaid pursuant to Sections 5.03; (ivc) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens', materialmencarriers', warehousemen's liens, and mechanics' liens or otherwise arising from litigation) (i) which are being contested in good faith and other similar Liensby appropriate proceedings, arising (ii) with respect to which reserves in conformity with GAAP have been provided, (iii) which have not resulted in any Collateral being in jeopardy of being sold, forfeited or lost during or as a result of such contest, (iv) neither the ordinary course Administrative Agent nor any Lender could become subject to any civil fine or penalty or criminal fine or penalty, in each case as a result of business and securing claims the non-payment of which shall such charge or claim and (v) such contest does not, and could not reasonably be required by Section 7.01(c) hereofexpected to, result in a Material Adverse Change; (vd) deposits, pledges on leased personal property to secure solely the lease obligations associated with such property; (e) on the Property of or Liens Ownership Interests in a Permitted Other Subsidiary securing Indebtedness set forth in paragraph (other than Liens arising under ERISA or b) of the Internal Revenue Code) securing (A) obligations definition of "Permitted Other Indebtedness" incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only by such Permitted Other Subsidiary to the extent such deposits, pledges or Liens are incurred or otherwise arise in Indebtedness is permitted pursuant to the ordinary course provisions of business and secure obligations which are not past dueSection 6.02; (vif) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities Ownership Interests in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of an Unconsolidated Entity securing Permitted Non-Recourse Unconsolidated Entity Indebtedness incurred by such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentUnconsolidated Entity; and (xig) Liens in favor granted to the owner of the Sellers a Hospitality Property subject to a Permitted Property Agreement on the Capital Stock of Xxxx-Xx securing accounts receivable, inventory, cash or other property owned by the Xxxx-Xx Earn Out PaymentBorrower or the Borrower's Subsidiary in connection with such Hospitality Property.

Liens, Etc. Create Create, incur, assume or suffer to existexist any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or permit any other similar type of their ----------- Subsidiaries to create or suffer to existpreferential arrangement in the nature of a security interest, any Lien upon or with respect to any of their properties, rights its properties or other assetsrights, whether now owned or hereafter acquired, or collaterally assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than services or property (any of the following ("Permitted foregoing being referred to herein as a “Lien”), except that the foregoing restrictions shall not apply to Liens"): ---------------: (i) Liens created pursuant to On the Loan Documentsproperty of the Borrower, securing the obligations of the Borrower under that certain Indenture and Security Agreement, dated as of July 9, 2009, by and between the Borrower, as issuer, and Deutsche Bank Trust Company Americas, as trustee; provided that such obligations do not exceed $1,400,000,000 in aggregate principal amount; (ii) for taxes, assessments or governmental charges, levies or fines (including such amounts arising under environmental law) on property of the Borrower or any Material Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without a material penalty, or are being contested in good faith and by appropriate proceedings; (iii) imposed by law, such as carriers’, warehousemen’s, landlords’, repairmen’s, materialmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business; (iv) arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, compensation arrangements, supplemental retirement plans not otherwise permitted under clause (xviii) below or other social security or similar legislation; (v) to secure obligations with respect to (i) bids, tenders, contracts (other than contracts for the repayment of borrowed money), leases, trading contracts, hedge agreements, surety or appeal bonds, performance bonds or similar bonds or other similar obligations made in the ordinary course of business, and (ii) reimbursement obligations in respect of letters of credit issued to support the obligations described in the foregoing clause (i); (vi) arising out of purchase money mortgages or other Liens on property acquired by the Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such property to be subject to such Liens, or Liens existing on any such property at the date hereoftime of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall exceed the fair market value of the property acquired (as set forth in Schedule 7.02(a)(ii) heretodetermined at the time of purchase), or extend to or cover any property other than the property being acquired, and the renewal and replacement of no such Liensextension, provided that any such renewal or replacement Lien shall be limited extend to or cover any property not theretofore subject to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien being extended, renewed or replaced; (iiivii) constituting attachment, judgment and other similar Liens for taxes, assessments or governmental charges or levies arising in connection with court proceedings to the extent that the payment thereof shall not be required by constituting an Event of Default under Section 7.01(c) hereof6.01(g); (ivviii) Liens created by operation of law or leases (other than Liens created under Environmental Laws)constituting easements, such as landlords' liensexceptions, materialmen's liensrestrictions, mechanics' liens reservations, zoning restrictions and other similar Liensencumbrances, arising including for the purposes of roads, sewers, pipelines, transmission lines, distribution lines, transportation lines or removal of minerals or timber or for other like purposes or for the joint or common ownership and/or use of property, rights of way, facilities and/or equipment, and defects, irregularities and deficiencies in title of any property and/or rights of way, which in the aggregate do not materially adversely affect the Borrower’s or any Material Subsidiary’s use of its properties; (ix) on any assets and revenues of a Person existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or becomes a Subsidiary of the Borrower or any of its Subsidiaries, and which Lien is not created in contemplation of such event; (x) created in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing claims the payment of which shall not be required by Section 7.01(c) hereofinsurance premium financings; (vxi) deposits, pledges or Liens (other than Liens in favor of customs and revenue authorities arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect as a matter of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the law to secure payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to customs duties in connection with the extent such deposits, pledges or Liens are incurred or otherwise arise importation of goods in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (viixii) Liens created under in the Factoring Agreementsnature of rights of setoff, bankers’ liens, revocation, refund, chargeback, counterclaim, netting of cash amounts or similar rights as to deposit accounts, commodity accounts or securities accounts or other funds maintained with a credit or depository institution; (viiixiii) created under Section 6.02(b) on the Cash Collateral Account or on cash collateral accounts established by the Borrower to secure investments and guarantees; (xiv) to the extent constituting Liens, created in connection with sales, transfers, leases, assignments or other conveyances or dispositions of assets permitted under Section 5.02(c)(i) through (xii), including (x) Liens on assets or securities granted or deemed to arise in connection with and as a result of the execution, delivery or performance of contracts to purchase money liens on or sell such assets or securities if such purchase money security interests or sale is otherwise permitted hereunder, and (y) rights of first refusal, options or other contractual rights or obligations to sell, assign or otherwise dispose of any interest therein, which rights arise in equipment acquired connection with a sale, transfer or held in other disposition of assets permitted hereunder; (xv) to the extent constituting Liens, arising under leases or subleases, licenses or sublicenses granted to others that do not materially interfere with the ordinary course of business of the Borrowers, the Guarantors Borrower and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their its Material Subsidiaries; (ixxvi) Liens securing Capitalized Leases to the extent constituting Liens, resulting from any restriction on any equity interest (or project interest, interests in any energy facility (including undivided interests)) of a Person providing for a breach, termination or default under any owners, participation, shared facility, joint venture, stockholder, membership, limited liability company or partnership agreement between such Person and one or more other holders of equity interest (or project interest, interests in any energy facility (including undivided interests)) of such Person, if a security interest or other Lien is created on any such interest as a result thereof; (xvii) granted on cash or cash equivalents to defease or repay Indebtedness of the Borrower or any of its Subsidiaries no later than 60 days after the creation of such Lien; (xviii) permitted by under Section 7.02(g5.02(d)(v); (xxix) existing on any asset prior to the acquisition thereof by the Borrower or any of its Subsidiaries and not created in contemplation of such acquisition; (xx) to the extent constituting Liens, (A) any right reserved to or vested in any municipality or other governmental or public authority (1) by the terms of any right, power, franchise, grant, license or permit granted or issued to the Borrower or its Subsidiaries or (2) to purchase or recapture or to designate a purchaser of any property of the Borrower or its Subsidiaries; (B) rights reserved to or vested in any municipality or other governmental or public authority to control or regulate any property of the Borrower or its Subsidiaries or to use such property in a manner that does not materially impair the use of such property for the purposes for which it is held by the Borrower or its Subsidiaries; and (C) Liens in favor securing obligations or duties of Old ME Corp. on the Capital Stock Borrower or its Subsidiaries to any municipality or other governmental or public authority that arise out of Miss Xxxxx securing any franchise, grant, license or permit and that affect any property of the Miss Xxxxx Earn Out Payment; andBorrower or its Subsidiaries; (xixxi) created in connection with a Permitted Securitization; or (xxii) other Liens in favor securing obligations of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentBorrower and its Subsidiaries in an aggregate amount not to exceed $100,000,000 at any time outstanding.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon or with respect to any of their propertiesits property, rights assets or other assetsrevenues, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except for: (i) Liens created pursuant to for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Loan Documentsbooks of such Borrower or its Subsidiaries, as the case may be, in conformity with GAAP; (ii) Liens existing on the date hereofcarriers’, as set forth in Schedule 7.02(a)(ii) heretowarehousemen’s, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liensmechanics’, materialmen's liens’s, mechanics' liens and repairmen’s or other similar Liens, like Liens arising in the ordinary course of business and securing claims the payment which are not overdue for a period of more than 60 days or which shall not be required are being contested in good faith by Section 7.01(c) hereofappropriate proceedings; (viii) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred deposits in respect of connection with workers' ’ compensation, unemployment insurance or and other forms social security legislation, including any Lien securing letters of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise credit issued in the ordinary course of business in connection therewith and secure obligations which are not past duedeposits securing liabilities to insurance carriers under insurance and self-insurance programs; (viiv) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (v) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities incurred in the title thereto ordinary course of business which, in the aggregate, are not substantial in amount and which do not (A) secure obligations for the payment of money, or (B) in any case materially impair detract from the value of such the property subject thereto or materially impair interfere with the use thereof ordinary conduct of the business of such Borrower or its Subsidiaries; (vi) attachment, judgment or other similar Liens arising in connection with court or arbitration proceedings to the extent covered by the Borrowers, the Guarantors insurance or any of their Subsidiaries involving individually or in the normal conduct aggregate, no more than $50,000,000 at any one time in excess of the applicable insurance coverage, provided that the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within 60 days or, in the case of any stay of execution or enforcement pending appeal, within such Person's businesslesser time during which such appeal may be taken; (vii) Liens created securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the Factoring Agreementsordinary course of business; (viii) purchase money liens on or purchase money security interests in equipment acquired or held statutory Liens and rights of offset arising in the ordinary course of business of the Borrowers, the Guarantors such Borrower and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their its Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g)on receivables and related assets subject to a Receivable Financing Transaction; (x) Liens securing obligations under Hedging Agreements entered into to protect against fluctuations in interest rates or exchange rates or commodity prices and not for speculative purposes, provided that such Liens run in favor of Old ME Corp. on a Lender hereunder or a Person who was, at the Capital Stock time of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andissuance, a Lender; (xi) Liens on assets at the time such assets were transferred (whether directly or indirectly) to Borrowers or their Subsidiaries and were not created in favor anticipation thereof; (xii) Liens on assets of any Subsidiary of such Borrower (other than, (A) in the case of Cinergy, CG&E, PSI Energy, ULH&P, and (B) in the case of CG&E, ULH&P) created to secure Indebtedness owing by such Subsidiary to such Borrower or to any other Subsidiary of such Borrower; (xiii) Liens arising in connection with Financing Leases in an aggregate amount not to exceed (A) in the case of Cinergy, $350,000,000, (B) in the case of each of CG&E and PSI Energy, $175,000,00 and (C) in the case of ULH&P, $75,000,000 (determined in accordance with GAAP and in the same manner as the calculation of capitalized leases in a balance sheet of the Sellers Borrower); (xiv) Liens securing Indebtedness incurred to finance or refinance the acquisition of assets acquired by such Borrower or any of its Subsidiaries on or after January 1, 2005, if such Indebtedness is incurred within 90 days following such acquisition; provided that such Liens shall be confined solely to the assets so acquired (and improvements and attachments thereto); (xv) Liens securing Non-Recourse Debt of any Subsidiary of any Borrower incurred to replace financing provided directly or indirectly by such Borrower to such Subsidiary of such Borrower in the form of inter-company loans or equity contributions, so long as the net proceeds of such Non-Recourse Debt are contributed by such Subsidiary to such Borrower in repayment of such financing provided by such Borrower; (xvi) Liens on assets existing at the time of the acquisition thereof by such Borrower or any Subsidiary of such Borrower; provided, that such Liens shall be confined solely to the assets so acquired; (xvii) Liens resulting from legal proceedings being contested in good faith by appropriate proceedings by such Borrower or a Subsidiary of such Borrower and as to which such Borrower or such Subsidiary, as the case may be, shall have set aside on its books appropriate reserves in accordance with (and to the extent required by) GAAP; (xviii) in the case of each of CG&E, PSI Energy and ULH&P, Liens existing or created under the CG&E First Mortgage Trust Indenture, PSI Energy First Mortgage Trust Indenture or ULH&P First Mortgage Trust Indenture, respectively; and (xix) extensions, renewals or replacements of Liens permitted by the foregoing clauses (i) - (xviii) above. (xx) Liens not otherwise permitted by the foregoing clauses of this Section 6.2(a) securing obligations in an aggregate principal or face amount at any date not to exceed, (A) in the case of each of Cinergy, CG&E and PSI Energy, $150,000,000 and (B) in the case of ULH&P, $50,000,000; provided that, no Borrower or any Subsidiary of any Borrower shall create, incur, assume or suffer to exist any Lien upon any of the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.CG&E, PSI Energy or ULH&P.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- respective Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its their respective Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following (the "Permitted Liens"): ---------------): (ia) Liens created pursuant to the Loan Documents; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, Closing Date and the renewal extensions and replacement of such Liens, renewals thereof provided that any such renewal extensions and renewals do not change the principal, interest, or replacement Lien shall be limited to the property other financial terms or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedobligations thereof; (iiic) Liens for in connection with any taxes, assessments assessments, governmental charges, levies, or governmental charges claims that are not yet due and payable or levies to the extent that the payment thereof shall not which any Borrower is contesting in good faith and by appropriate proceedings diligently conducted so long as reserves or other appropriate provisions as may be required by Section 7.01(c) hereofGAAP have been made therefor and so long as the failure to pay the same would not result in and could not reasonably be expected to result in a Material Adverse Effect; (ivd) Liens created by operation of law or leases (Law other than Liens created under Environmental Laws)Liens, such as landlords' liens, materialmen's liens, mechanics' liens (not to exceed $50,000 in the aggregate) and other similar Liens, arising in the ordinary course of business which secure amounts not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings and securing claims the payment which have been bonded or with respect to which a stay of which shall not be required by Section 7.01(c) hereofenforcement is in effect; (ve) deposits (including utility security deposits), pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) ERISA), securing (A1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xif) Liens in favor of the Sellers Agent (on behalf of the CIT Lenders, the Note Holders and the PIK Trustee, subject to the Intercreditor Agreement; (g) purchase money Liens solely on the Capital Stock asset being acquired by the Borrowers, provided that each such Lien does not exceed $3,000,000; (h) [Intentionally Omitted]; (i) judgment Liens that do not constitute an Event of Xxxx-Xx securing Default; (j) existing Liens on assets acquired after the Xxxx-Xx Earn Out PaymentClosing Date; (k) involuntary Liens in the case of the Inactive Guarantors; (l) precautionary UCC filings in connection with property not constituting Collateral hereunder (e.g., leases of telecopier machines); (m) an encumbrance of a landlord with respect to the interest of the Borrowers or Guarantors as a lessee or sublessee under a Lease but not including any liens or encumbrances arising out of any default thereunder; and (n) Liens to secure any Indebtedness incurred to refinance any Indebtedness secured by any Lien referred to in the foregoing clauses (a) through (m).

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien lien, security interest or other charge or encumbrance, or any other type of preferential arrange ment, upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, other than the following ("Permitted Liens"): ---------------than: (i) Liens created pursuant for taxes not yet due or which are being contested in good faith by appropriate proceedings and with respect to the Loan Documentswhich adequate reserves are being maintained; (ii) Statutory liens of landlords and liens of carriers, warehousemen, mechanics, materialmen and other Liens existing on imposed by law created in the date hereof, as set forth ordinary course of business for amounts not yet due or which are being contested in Schedule 7.02(a)(ii) hereto, good faith by appropriate proceedings and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited with respect to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedwhich adequate reserves are being maintained; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising any lien imposed by ERISA) incurred or deposits made in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms of governmental insurance or benefits, (B) to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, contracts government contracts, performance and return-of-money bonds 71 and other similar obligations (other than exclusive of obli gations for the payment of borrowed money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due); (viiv) easementsEasements, rights-of-way, zoning and similar restrictions and other similar charges and or encumbrances not interfering with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (v) Liens existing on any property prior to the use acquisition thereof, or prior to the acquisition of real property and minor irregularities the entity which owns such property, by the Borrower or any of its Subsidiaries, in the title thereto each case which do lien was not created in contemplation of such acquisition; (A) Purchase money liens or purchase money security interests upon or in any property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure obligations for the payment of money, or (B) materially impair the value purchase of such property or materially impair to secure indebtedness incurred solely for the use thereof purpose of financing the acquisition of such property, (B) liens consisting of the interests of lessors under Capitalized Leases and (C) liens not otherwise described above in this Section 7.02(a); provided, that the aggregate capitalized amount of Debt incurred pursuant to such Capitalized Leases, plus the aggregate principal amount of the indebtedness or other obligations secured by any of the Borrowersliens described in this clause (vi) (or, if greater, the Guarantors or book value of the assets that are subject to such liens) shall not exceed $20,000,000 at any of their Subsidiaries in the normal conduct of such Person's business;time outstanding; and (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on Agent, for the Capital Stock benefit of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentBanks and the Issuing Banks, as security for the obligations of the Borrower under or in connection with this Agreement, including, without limitation, Liens created in the manner contemplated in Section 7.02(e) or Article VIII.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries or any other Loan Party to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following Liens ("Permitted LiensPERMITTED LIENS"): ---------------): (ia) Liens created pursuant to the Loan Documents; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii8.01 hereto; (c) heretoLiens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.02 hereof; (d) Liens created by operation of law other than Environmental Liens, such as liens of materialmen, mechanics, carriers, warehousemen, suppliers, and other similar liens, arising in the renewal ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings; (e) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and replacement statutory obligations, or (3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (f) restrictions on the use of Real Estate and minor irregularities in the title thereto which (1) do not secure obligations for the payment of money, other than those created pursuant to the Loan Documents or are permitted under clauses (b) and (j) of this Section 8.01 or (2) do not materially impair the value of such LiensReal Estate or its use by the Borrower or any of its Subsidiaries in the normal conduct of such Person's business; (g) purchase money Liens on or purchase money security interests in equipment or Real Estate acquired or held in the ordinary course of its business securing Indebtedness, provided PROVIDED that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of $100,000 per annum; (h) Liens securing Capitalized Leases to the extent permitted under Section 8.13; (i) Liens created pursuant to a certain Escrow Agreement dated as of November 30, 1999 among the Borrower, Parent, Artech Capital Corporation, and Bankers Trust Company as escrow agent under an Asset Purchase Agreement dated as of Novem ber 10, 1999 among the Borrower, Parent and Artech Capital Corporation; (j) Liens on Real Estate of the Borrower which secure Indebtedness incurred by the Borrower; (k) [Intentionally left blank]; (l) Liens upon any property or assets of any Subsidiary of the Borrower existing at the time such Subsidiary is acquired by, merged into or consolidated with the Borrower in accordance with the terms of this Agreement, PROVIDED that such Liens were not created in contemplation of any such acquisition, merger or consolidation; (m) pre-existing Liens upon any property or assets existing at the time such property or assets are acquired by the Borrower, PROVIDED that such Liens were not created in contemplation of such acquisition; (n) Liens created pursuant to the Senior Notes Collateral Agreement; and (o) renewals and replacements of the Liens described in clauses (b), (g), (f), (l), (m) and (n) of this Section 8.01, PROVIDED that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create The Company will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Company or any Restricted Subsidiary, whether now owned or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Obligations in accordance with the provisions of Section 7.12), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be required by yet due and payable or which is being contested in compliance with Section 7.01(c) hereof7.5 and Section 1.18 of the Mortgages; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)lessors, such as landlords' lienslandlords and carriers, vendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is being contested in compliance with Section 7.5 and Section 1.18 of the Mortgages, in each case (i) not be required by Section 7.01(cincurred or made in -76- 84 connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property or (ii) hereofincurred in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and precautionary Liens in favor of lessors under capital leases and leases of equipment in the ordinary course of business; (vc) deposits, pledges or Liens (other than Liens arising under ERISA any Lien imposed by ERISA) incurred or deposits made in the Internal Revenue Codeordinary course of business (i) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the payment borrowing of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vid) easements, rightsother deposits made to secure liability to insurance carriers under insurance or self-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessinsurance arrangements; (viie) Liens created securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the Factoring Agreementstitle documents and related goods (and any proceeds thereof) covered by the related letter of credit; (viiif) purchase money liens on any attachment or purchase money security interests in equipment acquired judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or held in the ordinary course execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiariessuch stay; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create or suffer to existThe Borrower will not, or and will not permit any of their ----------- its Subsidiaries to create to, create, assume, incur or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than except that the following Borrower or any of its Subsidiaries may create, incur, assume, or suffer to exist Liens ("“Permitted Liens"): ---------------”): (ia) Liens created pursuant to securing the Loan DocumentsObligations; (iib) Liens existing for taxes, assessments, governmental charges, or levies on Property of the date hereofBorrower or any Guarantor not yet due or that (provided foreclosure, as set forth sale or other similar proceedings shall not have been initiated) are being contested in Schedule 7.02(a)(ii) heretogood faith by appropriate proceedings, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien reserve as may be required by GAAP shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedhave been made therefor; (iiic) in favor of bankers and/or financial institutions in respect of deposit accounts, other Liens for taxesimposed by law, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) such as landlords’, carriers’, warehousemen’s and mechanics’ liens and other similar Liens created arising by operation of law in the ordinary course of business in respect of obligations that are not yet due or leases that are being contested in good faith by appropriate proceedings, provided such reserve as may be required by GAAP shall have been made therefor; (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, d) arising in the ordinary course of business and securing claims out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the payment of which shall not be required by Section 7.01(c) hereofBorrower or any Guarantor; (ve) depositscomprised of minor defects, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred irregularities, and deficiencies in respect of workers' compensationtitle to, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar restrictions, charges or encumbrances, defects and encumbrances on irregularities in the physical placement and location of pipelines within the areas covered by the easements, leases, licenses and other rights in real property in favor of the Borrower or any of its Subsidiaries which, individually and in the aggregate, do not materially interfere with the ordinary conduct of Business, do not materially detract from the value or the use of real the property which they affect, and minor irregularities could not reasonably have a Material Adverse Effect; (f) comprised of deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature incurred in the title thereto which do not (A) secure obligations for the payment ordinary course of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (viig) Liens created under out of judgments or awards against the Factoring AgreementsBorrower or any Guarantor and that (i) do not give rise to an Event of Default and (ii) with respect to which the Borrower or any Guarantor at the time shall be properly and timely prosecuting an appeal or proceedings for review and with respect to which it shall have secured a stay of execution pending such appeal or proceedings for review; (viiih) constituting purchase money liens on Liens or purchase money security interests upon or in equipment any Property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such Property or to secure indebtedness incurred solely for the Borrowers, purpose of financing the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year acquisition of the Company such Property; provided that (A) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i) shall not exceed $500,000 for 30,000,000, (B) no such Lien may extend to or cover any Property other than the BorrowersProperty being acquired, and (C) no such renewal or refinancing may extend to or cover any property not previously subject to the Guarantors and their SubsidiariesLien being renewed or refinanced; (ixi) (i) assumed by Borrower or its Subsidiaries in connection with an Acquisition and (ii) securing Capital Leases; provided that the aggregate amount of all Debt secured by such Liens securing Capitalized Leases may not exceed $30,000,000 in the aggregate; (j) existing on the Effective Date and listed on Schedule 6.01 attached hereto and any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment6.02; and (xik) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentDebt permitted under Section 6.02(k).

Liens, Etc. Create Will not create, incur, assume or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume or suffer to exist, any Lien upon on or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, other than the following ("Permitted Liens"): ---------------than: (i) Liens created pursuant to the Loan DocumentsPermitted Liens; (ii) Liens existing outstanding on the date hereof, Effective Date and described on Schedule II as set forth in Schedule 7.02(a)(ii) heretoof the Effective Date (“Existing Liens”), and any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property of the renewal and replacement Company or its Subsidiaries other than (1) CREDIT AGREEMENT the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such business to replace property covered by Existing Liens, provided that any such renewal or replacement Lien shall be limited and (3) de minimis other property incidental to the property referred to in clause (1) or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced(2) above; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofPurchase Money Liens; (iv) Liens created by operation on properties of law (X) MVCI, any SLS Entity or leases any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other than Liens created under Environmental Laws)Subsidiary of the Company principally engaged in the business of finance, such as landlords' liensbanking, materialmen's lienscredit, mechanics' liens and leasing, insurance or other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereofoperations; (v) depositsLiens on properties of Subsidiaries of the Company, pledges or Liens (other than Liens arising under ERISA or which properties are located outside the Internal Revenue Code) securing (A) obligations incurred in respect United States of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past dueAmerica; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business;Liens securing COLI Debt; and (vii) other Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the an aggregate principal amount of Indebtedness or other obligations not to exceed $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment300,000,000 at any time outstanding.

Liens, Etc. Create Create, assume or suffer to exist, or permit any of their ----------- Subsidiaries Material Subsidiary to create create, assume or suffer to exist, any Lien mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance, or any other type of preferential arrangement (each of the foregoing, a “Lien”), upon or with respect to any of their properties, rights its properties or other assetsrights, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, as collateral any right to receive income, other than services or property; provided, however, that the following ("Permitted Liens"): ---------------shall be permitted to exist: (i) Liens created pursuant to the Loan Documentsfor taxes, assessments or governmental charges not delinquent; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, for workmen’s compensation awards and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount similar obligations not greater than the amount of Indebtedness secured by the Lien renewed or replaceddelinquent; (iii) Liens for taxes, assessments or governmental charges or levies to delinquent but the extent that validity of which is being contested at the payment thereof shall not be required time in good faith by Section 7.01(c) hereofappropriate proceedings; (iv) Liens created existing upon any property acquired by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising Person in the ordinary course of business and securing claims (other than any such Lien created in contemplation of the payment acquisition of which shall not be required by Section 7.01(c) hereofsuch property); (v) deposits, pledges or Liens (other than Liens arising under ERISA in connection with sales or the Internal Revenue Codetransfers of, or financings secured by, accounts receivable or related contracts; (vi) Liens securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easementsin respect of any interest rate, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, currency or (B) materially impair the value of such property commodity swap or materially impair the use thereof by the Borrowers, the Guarantors hedge or any of their Subsidiaries in the normal conduct of such Person's businessother interest rate, currency or commodity risk protection arrangement; (vii) Liens created in respect of property of (A) the Borrower or any Material Subsidiary existing on the date hereof and described in Schedule 5.02 or (B) Southern Connecticut or Berkshire Gas under the Factoring AgreementsFMB Indentures, as modified, supplemented or replaced from time to time; provided that, after giving effect to any modification, supplement or replacement of any such FMB Indenture, the collateral subject to such FMB Indenture and the restrictions on the issuance of First Mortgage Bonds thereunder remain substantially the same as provided in the applicable FMB Indenture, as in effect on the date hereof; (viii) purchase money liens on or purchase money security interests Liens in equipment respect of property acquired or held in constructed by the ordinary course Borrower or any Material Subsidiary after the date hereof that are created at the time of business or within 120 days after acquisition or completion of construction of such property to secure Debt assumed or incurred to finance all or any part of the Borrowerspurchase price or cost of construction of such property, the Guarantors and their Subsidiaries securing Indebtedness not exceeding provided that in any Fiscal Year such case (A) no such Lien shall extend to or cover any other property of the Company such Person, and (B) the aggregate principal amount of $500,000 for Debt secured by all such Liens in respect of any such property shall not exceed the Borrowers, the Guarantors cost of such property and their Subsidiariesany improvements then being financed; (ix) extensions, renewals or replacements of any Liens securing Capitalized Leases permitted by Section 7.02(gclause (vii) above (including successive extensions, renewals and replacements), provided in each case that the principal amount of Debt (or the maximum commitment therefore) secured by any such Lien is not increased and such Lien does not extend to or cover any property other than the property covered by such Lien on the date of such extension, renewal or replacement; (x) Liens created by or resulting from litigation or legal proceedings that are currently being contested in favor of Old ME Corp. on good faith by appropriate proceedings and do not involve amounts that in the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentaggregate would exceed $10,000,000; and (xi) Liens in favor incidental to the normal conduct of the Sellers on business of the Capital Stock Borrower or any Material Subsidiary or the ownership of Xxxx-Xx securing its property that are not incurred in connection with the Xxxx-Xx Earn Out Paymentincurrence of Debt and that do not in the aggregate materially impair the use of such property in the operation of the business of the Borrower and its Subsidiaries, taken as a whole, or the value of such property for the purposes of such business.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------): (ia) Liens created pursuant to the Loan Documents;: (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) 8.01 hereto, and but not the renewal and replacement extension of such Liens, provided that any such renewal or replacement Lien shall be limited coverage thereof to the other property or assets covered by the Lien renewed extension of maturity, refinancing or replaced and other modification of the terms thereof or of the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedthereby; (iiic) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof7.02 hereof and/or any of the Mortgages; (ivd) Liens created by operation of law or leases (other than Liens created under Environmental Laws)Liens, such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liensliens, arising in the ordinary course of business and securing claims the payment which secure amounts not overdue for a period of more than 60 days or which shall not be required are being contested in good faith by Section 7.01(c) hereofappropriate proceedings; (ve) deposits, pledges or Liens liens (other than Liens liens arising under ERISA or the Internal Revenue CodeERISA) securing (A1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vif) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A1) secure obligations for the payment of money, money or (B2) materially impair the value of such property or materially impair the its use thereof by the Borrowers, the Guarantors Borrower or any of their its Subsidiaries in the normal conduct of such Person's business; (viig) Liens created under on property to be used by the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held Borrower in the ordinary course of business its business, securing payment of all or part of the Borrowerspurchase price thereof, and Liens with respect to equipment leases which equipment is used by the Guarantors and their Subsidiaries securing Indebtedness not exceeding Borrower in any Fiscal Year the ordinary course of the Company its business, provided that the aggregate principal amount of Indebtedness at any one time outstanding incurred after the Filing Date and secured by such Liens shall not exceed $500,000 for 3,000,000, and further provided that such Liens are confined solely to the Borrowersproperty so purchased, the Guarantors leased, improvements thereto and their Subsidiariesproceeds thereof; (ixh) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentSections 8.07 and 8.08; and (xii) Liens in favor to the extent the same constitutes Liens, the interest of the Sellers cosigner in Inventory held by the Borrower on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentconsignment.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume, or suffer to exist, any Lien lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of their propertiesits properties of any character (including, rights or other assetswithout limitation, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit accounts) (any of its Subsidiaries the foregoing being referred to assign or otherwise transferherein as a “Lien”), any right to receive incomeexcluding, other than however, from the following ("Permitted Liens"): ---------------operation of the foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofpast due; (ivii) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens’s, mechanics' ’, carriers’, workmen’s and repairmen’s liens and other similar Liens, Liens arising in the ordinary course of business securing obligations which are not overdue and securing claims the payment of which shall not be required have been in existence less than ninety days, or which are being contested in good faith by Section 7.01(c) hereofappropriate proceedings and for which adequate reserves have been established in accordance with GAAP (if so required); (viii) deposits, pledges or Liens deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of such Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (other than Liens arising under ERISA or the Internal Revenue Codeiv) securing (A) obligations incurred purchase money Liens upon or in respect property now owned or hereafter acquired by such Borrower or any of workers' compensationits Subsidiaries in the ordinary course of business (consistent with present practices, unemployment insurance it being understood that for purposes of this clause, the purchase, construction or other forms maintenance of governmental insurance or benefits, (B) generating facilities by the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only Utilities shall be deemed to the extent such deposits, pledges or Liens are incurred or otherwise arise be in the ordinary course of business and consistent with present practices) to secure obligations which are (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications 50 and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not past duetheretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of such Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary; (vi) easementsattachment, rights-of-way, zoning and similar restrictions and judgment or other similar charges Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and encumbrances on the use of real property and minor irregularities claims secured thereby are being actively contested in the title thereto which do not (A) secure obligations for good faith by appropriate proceedings or the payment of money, or which is covered in full (Bsubject to customary deductible amounts) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessinsurance maintained with responsible insurance companies; (vii) Liens created securing obligations under agreements entered into pursuant to the Factoring AgreementsIowa Industrial New Jobs Training Act or any similar or successor legislation, provided that such obligations do not exceed $5,000,000 in the aggregate at any one time outstanding; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in Liens created pursuant to the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their SubsidiariesMortgage Bond Indentures; (ix) Liens on the ownership interests in, and the assets of, any Foreign Subsidiary to secure not more than $300,000,000 aggregate principal amount of Debt of any Foreign Subsidiary; provided that in the event any such Debt is not denominated in Dollars, the calculation of the Dollar equivalent amount of such Debt shall be made as of the date of the incurrence of such Lien securing Capitalized Leases permitted by Section 7.02(g)such Debt; (x) Liens incurred in favor connection with the sales of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andassets permitted in Section 5.2(d)(viii) and (ix); (xi) Liens incurred by such Borrower or any of its Subsidiaries on assets of such Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in an aggregate principal amount not to exceed (x) in the case of Parent and all its Subsidiaries other than the Utilities and their respective Subsidiaries, $100,000,000 outstanding at any one time, and (y) in the case of each Utility and its Subsidiaries, $100,000,000 outstanding at any one time; (xii) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (xiii) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect such Borrower’s use of its properties; (xiv) Liens set forth in Schedule III hereto, and any extensions, renewals, refinancing or replacements of any such Liens upon or in the same property theretofore subject thereto; (xv) Liens of a collection bank arising under Section 4 210 of the Uniform Commercial Code or similar Lien in any foreign jurisdiction on items in the course of collection and normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions; and (xvi) other Liens securing obligations of such Borrower and its Subsidiaries not to exceed more than ten percent (10%) of the Sellers on the Capital Stock consolidated tangible assets (valued at book value) of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentsuch Borrower and its Subsidiaries at any time.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- Subsidiaries its subsidiaries to create or suffer to exist, any Lien lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries subsidiaries to assign or otherwise transferassign, any right to receive income, in each case to secure any Debt of any Person, other than the following liens ("“Permitted Liens"): ---------------”): (i) Liens created pursuant to those described on Schedule 5.02(a) hereto and renewals and extensions on the Loan Documentssame or substantially the same terms and conditions and at no increase in the debt or obligation; (ii) Liens existing on the date hereof, as set forth liens or security interests which are subject to an intercreditor agreement in Schedule 7.02(a)(ii) hereto, form and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited substance acceptable to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be Agent in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedAgent's sole discretion; (iii) Liens for taxes, assessments the liens or governmental charges or levies to security interests of the extent that Deed of Trust and the payment thereof shall not be required by Section 7.01(c) hereofSecurity Agreement; (iv) Liens created mechanics' and materialmen's liens for immaterial sums which are either (x) not yet due and payable or (y) being contested in good faith by operation appropriate proceedings which serve to stay the foreclosure of law or leases such liens and as to which appropriate reserves have been established; (v) liens (other than Liens created under Environmental Laws)liens relating to environmental liabilities or ERISA) for taxes, such as assessments, or other governmental charges that are not more than 30 days overdue or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and for which adequate reserves have been established; (vi) liens of warehousemen, carriers, landlords' liens, materialmen's liensfeeders, mechanics' liens and or other similar Liens, arising statutory or common law liens securing obligations that are not yet due and are incurred in the ordinary course of business or, if the execution thereof is stayed, which are being contested in good faith by appropriate proceedings diligently pursued and securing claims the payment of for which shall not be required by Section 7.01(c) hereofadequate reserves have been established in accordance with generally accepted accounting principles; (vvii) depositsliens resulting from good faith deposits to secure payments of workmen's compensation unemployment insurance, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance social security programs or benefits, (B) to secure the performance of bids, tenders, leases, statutory obligations, surety, customs and appeal bonds, bids or contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring AgreementsDebt); (viii) purchase money liens on any attachment or purchase money security interests in equipment acquired or held in the ordinary course judgment lien not constituting an Event of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their SubsidiariesDefault; (ix) Liens securing Capitalized Leases permitted liens arising from filing UCC financing statements regarding leases (including Capital Leases) not prohibited by Section 7.02(g)this Agreement; (x) Liens in favor customary offset rights of Old ME Corp. on brokers and deposit banks arising under the Capital Stock terms of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentsecurities account agreements and deposit agreements; and (xi) Liens any real estate easements and easements, covenants and encumbrances that customarily do not affect the marketable title to real estate or materially impair its use or are disclosed in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.Title Commitment and not objected to by Agent; or

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien upon or with respect to any of their properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following Liens ("Permitted to the extent, with respect to the Borrower or any of its assets or properties (x) if created, incurred or assumed by the Borrower on or after the Filing Date are approved and authorized by the Bankruptcy Court and (y) if created, incurred or assumed by the Borrower before the Filing Date and are valid, perfected and non-avoidable in accordance with applicable law)("Permitted Liens"): ---------------): (ia) Liens created pursuant to the Loan DocumentsDocuments or the Interim Financing Order or the Final Financing Order; (iib) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii8.01 hereto; (c) heretoLiens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.02 hereof; (d) Liens created by operation of law other than Environmental Liens, such as liens of materialmen, mechanics, carriers, warehousemen, suppliers, and other similar liens, arising in the renewal ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or which are being contested in good faith by appropriate proceedings; (e) deposits, pledges or Liens (other than Liens arising under ERISA) securing (1) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (2) the performance of bids, tenders, leases, contracts (other than for the payment of money) and replacement statutory obligations, or (3) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (f) restrictions on the use of Real Estate and minor irregularities in the title thereto which (1)do not secure obligations for the payment of money, other than those created pursuant to the Loan Documents or are permitted under clauses (b) and (j) of this Section 8.01 or (2) do not materially impair the value of such LiensReal Estate or its use by the Borrower or any of its Subsidiaries in the normal conduct of such Person's business; (g) purchase money Liens on or purchase money security interests in equipment or Real Estate acquired or held in the ordinary course of its business securing Indebtedness, provided that the Indebtedness secured by such Liens or security interests shall not exceed the aggregate principal amount of $100,000 per annum; (h) Liens securing Capitalized Leases; (i) [Intentionally left blank]; (j) Liens on Real Estate of the Borrower which secure Indebtedness incurred by the Borrower; (k) [Intentionally left blank]; (l) Liens upon any property or assets of any Subsidiary of the Borrower existing at the time such Subsidiary is acquired by, merged into or consolidated with the Borrower in accordance with the terms of this Agreement, provided that such Liens were not created in contemplation of any such acquisition, merger or consolidation; (m) pre-existing Liens upon any property or assets existing at the time such property or assets are acquired by the Borrower, provided that such Liens were not created in contemplation of such acquisition; (n) Liens created pursuant to the Senior Notes Collateral Agreement; (o) Liens of GPH; and (p) renewals and replacements of the Liens described in clauses (b), (g), (l), (m) and (n) of this Section 8.01, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business and secure obligations which are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create or suffer to existCreate, or permit any of their ----------- Subsidiaries to create incur, assume or suffer to exist, any Lien Lien, upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to in favor of the Loan DocumentsCollateral Agent, for the benefit of itself, the Agent, the Lenders and the Senior Note Holders; (ii) Liens existing on the date hereof, as set forth for taxes or assessments or other government charges or levies if not yet due and payable or if due and payable if they are being contested in Schedule 7.02(a)(ii) hereto, good faith by appropriate proceedings and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedfor which appropriate reserves are maintained; (iii) Liens imposed by law, such as mechanics', materialmen's, landlords', warehousemen's, and carriers' Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due or which are being contested in good faith by appropriate proceedings and for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofwhich appropriate reserves have been established; (iv) Liens created by operation of law under workers' compensation, unemployment insurance, Social Security, or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereoflegislation; (v) Liens, deposits, or pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) to secure the performance of bids, tenders, leases, contracts (other than contracts for the payment of money) and ), leases (permitted under the terms of this Agreement), public or statutory obligations, surety, stay, appeal, indemnity, performance or (C) obligations on surety or appeal other similar bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise other similar obligations arising in the ordinary course of business and secure obligations which are not past duebusiness; (vi) easementsLiens described in Schedule 5.02(a), which Liens may be renewed, extended or refinanced, without securing any additional Debt and on terms no less favorable to the Borrower or applicable Guarantor than the original terms (except for the refinancing permitted by clause (xi) below, which may be on the terms set forth therein); (vii) Judgment and other similar Liens arising in connection with court proceedings (other than those described in Section 6.01(f)), provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; (viii) Easements, rights-of-way, zoning and similar restrictions restrictions, and other similar charges and encumbrances on the use of real property and minor irregularities which, in the title thereto which aggregate, do not (A) secure obligations for materially interfere with the payment Borrower's or a Guarantor's occupation, use and enjoyment of money, the property or (B) assets encumbered thereby in the normal course of its business or materially impair the value of such the property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businesssubject thereto; (viiix) Liens created under The Canadian Bridge Loan Mortgages, provided that such mortgages shall be satisfied when the Factoring AgreementsCanadian Bridge Loan is repaid; (viiix) purchase The Canadian Mortgage; (xi) The North Carolina Mortgage which may be refinanced in accordance with Section 5.01(m) of this Agreement; and (xii) Purchase money liens Liens on or purchase money security interests in equipment any property hereafter acquired or held the assumption of any Lien on property existing at the time of such acquisition, or a Lien incurred in connection with any conditional sale or other title retention agreement or a Capital Lease, provided that: (1) Any property subject to any of the foregoing is acquired by the Borrower or a Guarantor in the ordinary course of its respective business of and the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in Lien on any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiariessuch property is created contemporaneously with such acquisition; (ix2) Liens securing Capitalized Leases permitted The obligation secured by Section 7.02(g)any Lien so created, assumed, or existing shall not exceed one hundred (100%) percent of lesser of cost or fair market value of the property acquired as of the time of the Borrower or the Guarantor acquiring the same; (x3) Liens in favor of Old ME Corp. on Each such Lien shall attach only to the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Paymentproperty so acquired and fixed improvements thereon; and (xi4) Liens in favor The obligation secured by such Lien is permitted by the provisions of Section 5.02(b) and the Sellers on related expenditure is permitted by the Capital Stock provisions of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentSection 5.03(b).

Liens, Etc. Create The Borrower will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Obligations in accordance with the provisions of Section 7.12), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be required by yet due and payable or which is being contested in compliance with Section 7.01(c) hereof7.5 hereof and Section 1.18 of the Mortgages; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)lessors, such as landlords' lienslandlords and carriers, vendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is being contested in compliance with Section 7.5 hereof and Section 1.18 of the Mortgages, in each case (i) not be required by Section 7.01(c) hereof; (v) depositsincurred or made in connection with the borrowing of money, pledges the obtaining of advances or Liens (other than Liens arising under ERISA credit or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, the deferred purchase price of property or (Cii) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course of business securing the unpaid purchase price of property or services constituting current accounts payable; and secure obligations which are not past dueprecautionary Liens in favor of lessors under capital leases and leases of equipment in the ordinary course of business; (vic) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, or (ii) to secure (or to obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts and other similar obligations, in each case not incurred or made in connection with the borrowing of money; (d) other deposits made to secure liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens securing reimbursement obligations under letters of credit, provided in each case that such Liens cover only the title documents and related goods (and any proceeds thereof) covered by the related letter of credit; (f) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal or review, or shall not have been discharged within 60 days after expiration of any such stay; (g) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities or encumbrances, which, in the title thereto which do not each case either (Ai) secure obligations for the payment of moneyare granted, entered into or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of the business of the BorrowersBorrower or any Restricted Subsidiary or (ii) do not, individually or in the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year aggregate, present a reasonable likelihood of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiarieshaving a Material Adverse Effect; (ixh) Liens on property or assets of any Restricted Subsidiary securing Capitalized Leases permitted Indebtedness of the type described in Section 8.1(c) of such Restricted Subsidiary owing to the Borrower or a Wholly-Owned Restricted Subsidiary; (i) Liens created by any of the Security Documents securing the Indebtedness under this Agreement (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with Section 7.02(g8.1(a); (xj) Liens created by any of the Security Documents securing Indebtedness evidenced by the First Mortgage Notes (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in favor accordance with Section 8.1(a); (k) Liens created by any of Old ME Corp. the Security Documents securing the Indebtedness incurred under the Acquisition Commitment (as defined in the Existing Credit Agreement) (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with Section 8.1(b); (l) Liens created by any of the Security Documents securing the Indebtedness, or Letters of Credit (as defined in the Existing Credit Agreement), incurred under the Revolving Commitment (as defined in the Existing Credit Agreement) (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness) in accordance with Section 8.1(e); (m) Liens (other than the Liens referred to in clauses (i), (j), (k) or (l) above) securing Indebtedness represented by the First Mortgage Notes or other Indebtedness incurred in accordance with Section 8.1(b), 8.1(e) or 8.1(l) or, to the extent incurred (i) to repay Indebtedness or letter of credit obligations incurred and outstanding under the Acquisition Commitment or the Revolving Commitment (or any extension, renewal, refunding, replacement or refinancing of any such Indebtedness), (ii) to finance the making of expenditures for the improvement or repair (to the extent such improvements and repairs may be capitalized on the books of the Borrower and the Restricted Subsidiaries in accordance with GAAP) of or additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, or (iii) by assumption in connection with additions (including additions by way of acquisitions or capital contributions of businesses and related assets) to the General Collateral, under Section 8.1(f), provided, that (1) such Liens are effected through an amendment to the Security Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Security Documents with the holders of the Notes and the other Indebtedness secured under the Security Documents, (2) in the case of Indebtedness incurred in accordance with Section 8.1(b) or Section 8.1(f) to finance the making of additions to the General Collateral, the Borrower has delivered to the Collateral Agent an Officers’ Certificate demonstrating that the principal amount of such Indebtedness (net of transaction costs funded by the proceeds of such Indebtedness) does not exceed the lesser of the cost to the Borrower and the Restricted Subsidiaries of such additional property or assets and the fair market value of such additional property or assets at the time of the acquisition thereof (as determined in good faith by the General Partner), and (3) the Borrower has delivered to the Collateral Agent an opinion of counsel reasonably satisfactory to the Collateral Agent with regard to the attachment and perfection of the Lien of the Security Documents with respect to such additional property and assets; (n) Liens existing on any property of any Person at the time it becomes a Subsidiary of the Borrower, or existing at the time of acquisition upon any property acquired by the Borrower or any such Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower or such Subsidiary, or created to secure Indebtedness incurred under Section 8.1(f) to pay all or any part of the purchase price (a “Purchase Money Lien”) of property (including without limitation Capital Stock and other securities) acquired by the Borrower or a Restricted Subsidiary, provided, that (i) any such Lien shall be confined solely to such item or items of Miss Xxxxx securing property and, if required by the Miss Xxxxx Earn Out Paymentterms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for use specifically in connection with such acquired property, (ii) such item or items of property so acquired are not required to become part of the General Collateral under the terms of the Security Documents, (iii) in the case of a Purchase Money Lien, the principal amount of the Indebtedness secured by such Purchase Money Lien shall at no time exceed an amount equal to the lesser of (A) the cost to the Borrower and the Restricted Subsidiaries of such property and (B) the fair market value of such property at the time of the acquisition thereof (as determined in good faith by the General Partner), (iv) any such Purchase Money Lien shall be created not later than 30 days after the acquisition of such property and (v) any such Lien (other than a Purchase Money Lien) shall not have been created or assumed in contemplation of such Person’s becoming a Subsidiary of the Borrower or such acquisition of property by the Borrower or any Subsidiary; (o) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; (p) Liens arising from or constituting Permitted Encumbrances as defined under the Security Documents; and (xiq) Liens in favor any Lien renewing or extending any Lien permitted by subsection (h), (i), (j), (k), (l), (m) or (n) of this Section 8.3, provided, that (i) the principal amount of the Sellers Indebtedness secured by any such Lien shall not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal or extension of such Lien (together with, in the case of Indebtedness permitted by Section 8.1(a), any accrued interest thereon and prepayment charges with respect thereto), and (ii) no assets encumbered by any such Lien other than the assets encumbered immediately prior to such renewal or extension shall be encumbered thereby. Notwithstanding anything in this Agreement to the contrary, until the AEPLP Security Date, other than Liens permitted by subsections (a), (b), (c), (d), (f), (g), (h), (o) and (to the extent that any such Lien extends or renews a Lien permitted by subsection (h) of this Section 8.3), (q) of this Section 8.3, the Borrower will not permit AEPLP or any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on the Capital Stock or with respect to any property or asset (including any document or instrument in respect of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentgoods or accounts receivable) of AEPLP or such Subsidiary, whether such property or assets are now owned or held or hereafter acquired, or any income or profits therefrom.

Liens, Etc. Create Create, incur, assume, or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur, assume, or suffer to exist, any Lien lien, security interest, or other charge or encumbrance (including the lien or retained security title of a conditional vendor) of any kind, or any other type of arrangement intended or having the effect of conferring upon a creditor a preferential interest upon or with respect to any of their propertiesits properties of any character (including, rights or other assetswithout limitation, whether now owned or hereafter acquired, or assign or otherwise transfer, or permit accounts) (any of its Subsidiaries the foregoing being referred to assign or otherwise transferherein as a “Lien”), any right to receive incomeexcluding, other than however, from the following ("Permitted Liens"): ---------------operation of the foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(c) hereofpast due; (ivii) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)law, such as landlords' liens, materialmen's liens’s, mechanics' ’, carriers’, workmen’s and repairmen’s liens and other similar Liens, Liens arising in the ordinary course of business and securing claims obligations which are not overdue or which are being contested in good faith, provided that any such contested Lien securing an amount claimed in excess of $5,000,000 shall be fully bonded within 90 days after the payment imposition of which shall not be required by Section 7.01(c) hereofsuch Lien; (viii) deposits, pledges or Liens deposits to secure obligations under workmen’s compensation laws or similar legislation, to secure public or statutory obligations of the Borrower or such Subsidiary, or to secure the utility obligations of any such Subsidiary incurred in the ordinary course of business; (other than Liens arising under ERISA or the Internal Revenue Codeiv) securing (A) obligations incurred purchase money Liens upon or in respect property now owned or hereafter acquired by the Borrower or any of workers' compensationits Subsidiaries in the ordinary course of business (consistent with present practices, unemployment insurance it being understood that for purposes of this clause, the purchase, construction or other forms maintenance of governmental insurance generating facilities by the Borrower or benefits, (B) the performance any of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only its Subsidiaries shall be deemed to the extent such deposits, pledges or Liens are incurred or otherwise arise be in the ordinary course of business and consistent with present practices) to secure obligations which are (1) the purchase price of such property or (2) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any such property to be subject to such Liens, or (B) Liens existing on any such property at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved and replacements, modifications and proceeds of such property, and no such extension, renewal or replacement shall extend to or cover any property not past duetheretofore subject to the Lien being extended, renewed or replaced; (v) Liens on the capital stock of any of the Borrower’s single-purpose Subsidiaries or any such Subsidiary’s assets to secure the repayment of project financing or Nonrecourse Debt for such Subsidiary; (vi) easementsattachment, rights-of-way, zoning and similar restrictions and judgment or other similar charges Liens arising in connection with court proceedings, provided that the execution or other enforcement of such Liens is effectively stayed and encumbrances on the use of real property and minor irregularities claims secured thereby are being actively contested in the title thereto which do not (A) secure obligations for good faith by appropriate proceedings or the payment of money, or which is covered in full (Bsubject to customary deductible amounts) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's businessinsurance maintained with responsible insurance companies; (vii) Liens created under the Factoring Agreementssecuring Debt permitted by Section 5.2(b)(i)(B) or Section 5.2(b)(i)(D); (viii) purchase money liens on Liens securing obligations under agreements entered into pursuant to the Iowa Industrial New Jobs Training Act or purchase money security interests in equipment acquired any similar or held successor legislation, provided that such obligations do not exceed $5,000,000 in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in aggregate at any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiariesone time outstanding; (ix) Liens securing Capitalized Leases incurred in connection with the sales of assets permitted by in Section 7.02(g5.2(f)(viii); (x) Liens incurred by the Borrower or any of its Subsidiaries on assets of the Borrower and its Subsidiaries to secure Nonrecourse Debt or obligations other than for borrowed money, in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andan aggregate principal amount not to exceed $100,000,000 outstanding at any one time; (xi) Liens on nuclear fuel granted in connection with any financing arrangement for the purpose of purchasing or leasing such nuclear fuel; (xii) Liens constituting easements, restrictions and other similar encumbrances arising in the ordinary course of business, which in the aggregate do not materially adversely affect the use by Borrower or any of its Subsidiaries of their respective properties; (xiii) Liens on assets of any Subsidiary of the Borrower in favor of the Sellers on Borrower or any wholly-owned Subsidiary of the Capital Stock Borrower; and (xiv) other Liens set forth in Schedule II hereto, and any extensions, renewals, refinancing or replacements of Xxxx-Xx securing any such Liens upon or in the Xxxx-Xx Earn Out Paymentsame property theretofore subject thereto.

Liens, Etc. Create or suffer to exist, or permit any of their ----------- its Subsidiaries to create or suffer to exist, any Lien Lien, or any other type of preferential arrangement, upon or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transferassign, or permit any of its Subsidiaries to assign or otherwise transferassign, any right to receive income, in each case to secure any Debt of any Person or entity, other than the following ("Permitted Liens"): ---------------than: (ia) Liens created pursuant to securing the Loans hereunder and the obligations under the Term Loan DocumentsAgreement; (iib) Liens existing on securing the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement payment of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iii) Liens for taxes, assessments or governmental charges or levies or the demands of suppliers, mechanics, carriers, warehousers, landlords and other like Persons, provided that (i) they do not in the aggregate materially reduce the value of any properties subject to the extent that Liens or materially interfere with their use in the payment thereof shall not be required ordinary conduct of the owning business, and (ii) all claims which the Liens secure are being actively contested in good faith and by Section 7.01(c) hereofappropriate proceedings; (ivc) Liens created by operation of law incurred or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens and other similar Liens, arising deposits made in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c(i) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' connection with worker's compensation, unemployment insurance insurance, social security and other like laws, or other forms of governmental insurance or benefits, (Bii) to secure the performance of letters of credit, bids, tenders, sales contract, leases, contracts (statutory obligations, surety, appeal and performance bonds and other than for similar obligations, in each case not incurred in connection with the borrowing of money, the obtaining of advances or the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course deferred purchase price of business and secure obligations which are not past dueproperty; (vid) attachment, judgment and other similar Liens arising in connection with court proceedings provided that (i) execution and other enforcement are effectively stayed, and (ii) all claims which the Liens secure are being actively contested in good faith and by appropriate proceedings; (e) Liens on property of a Subsidiary provided that they secure only obligations owing to the Borrower or another Subsidiary; (f) Liens related to lease obligations, and within the limitations, described in Section 7.02; (g) Liens against Customer Notes, which are created in connection with the sale, pledge or discounting of such customer notes, provided that immediately after giving effect thereto the Borrower's aggregate liabilities on account of such Debt secured by such Liens does not exceed $6,000,000; and (h) Liens against property leased pursuant to Capital Leases and Synthetic Lease Obligations, provided that the aggregate amount of Debt secured by such Liens does not exceed $3,000,000. (i) Liens not exceeding $500,000 in the aggregate against property other than inventory and receivables and Liens against receivables of HTT Xxxxxx Xxxxxx Xxxxxxxx XX and X. Xxxxxxxxxxxx & Co. AG. (j) Liens securing certain credit facilities made available by JPMorgan Chase Bank to the Borrower for foreign exchange, letters of credit and Interest Rate Protection Agreements. For the purposes of this Agreement, the term "Lien" shall mean any interest in property securing any Debt or obligation owed to, or a claim by, a Person other than the owner of the property, whether the interest is based on common law, statute or contract (including the security interest or lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes). The term "Lien" shall not include minor reservations, exceptions, encroachments, easements, rights-of-way, zoning and similar covenants, conditions, restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which exceptions affecting property, provided that they do not constitute security for a monetary obligation. For the purposes of this Agreement, the Borrower or a Subsidiary shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, Capital Lease and Synthetic Lease Obligations or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes, and such retention or vesting shall be deemed to be a Lien. In connection with any sale, pledge or discounting of Borrower's or its Subsidiaries' Customer Notes, a "Lien" or "Liens" shall be deemed to exist to the extent of (Ai) secure obligations for the amount of any sums withheld from the Borrower or any Subsidiary in any such transaction, plus (ii) the amount of any obligation of the Borrower or any Subsidiary resulting from the non-payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding Customer Notes involved in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Paymentsuch transaction.

Liens, Etc. Create The Company will not, and will not permit any Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Company or any Subsidiary, whether now owned or held or hereafter acquired, or assign any income or otherwise transferprofits therefrom, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be at the time required by Section 7.01(c) hereof9.11; (ivb) statutory Liens created by operation of law or leases (other than landlords and Liens created under Environmental Laws)of carriers, such as landlords' lienswarehousemen, materialmen's liens, mechanics' liens mechanics and other similar Liens, arising materialmen incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is not be at the time required by Section 7.01(c) hereof9.11; (vc) deposits, pledges or Liens (other than Liens arising under any Lien imposed by ERISA or the Internal Revenue CodeCode in connection with a Plan) securing incurred or deposits made (Ai) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security, or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course deferred purchase price of business and secure obligations which are not past dueproperty; (vid) any attachment or judgment Lien, unless the judgment it secures shall not, within sixty (60) days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within sixty (60) days after the expiration of any such stay; (e) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges or encumbrances, in each case incidental to, and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowersinterfering with, the Guarantors or any of their Subsidiaries in the normal ordinary conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness not exceeding in Company or any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiaries; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g); (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out PaymentSubsidiary; and (xif) Liens in favor incurred to secure the Debt (other than subordinated Debt) of the Sellers on Company outstanding in compliance with Section 9.2. For the Capital Stock purposes of Xxxx-Xx securing this Section 9.4, any Person becoming a Subsidiary after the Xxxx-Xx Earn Out Paymentdate of this Agreement shall be deemed to have incurred all of its then outstanding Liens at the time it becomes a Subsidiary, and any Person extending, renewing or refunding any Debt secured by any Lien shall be deemed to have incurred such Lien at the time of such extension, renewal or refunding.

Liens, Etc. Create The Borrower will not, and will not permit any Restricted Subsidiary to, directly or suffer to existindirectly create, incur, assume or permit any of their ----------- Subsidiaries to create or suffer to exist, exist any Lien upon on or with respect to any property or asset (including any document or instrument in respect of their properties, rights goods or other assetsaccounts receivable) of the Borrower or any Restricted Subsidiary, whether now owned or held or hereafter acquired, or assign any income or otherwise transferprofits therefrom (whether or not provision is made for the equal and ratable securing of the Facility Obligations in accordance with the provisions of Section 6.14), or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to the Loan Documents; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiia) Liens for taxes, assessments or other governmental charges or levies to the extent that the payment thereof shall of which is not be at the time required by Section 7.01(c) hereof6.09; (ivb) Liens created by operation of law or leases (other than Liens created under Environmental Laws)landlords and carriers, such as landlords' liensvendors, warehousemen, mechanics, materialmen's liens, mechanics' liens repairmen and other similar Liens, arising like Liens incurred in the ordinary course of business and securing claims for sums not yet due or the payment of which shall is not be at the time required by Section 7.01(c) hereof6.09, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property; (vc) deposits, pledges or Liens (other than Liens arising under ERISA any Lien imposed by ERISA) incurred or deposits made in the Internal Revenue Codeordinary course of business (i) securing (A) obligations incurred in respect of connection with workers' compensation, unemployment insurance and other types of social security or other forms (ii) to secure (or to obtain letters of governmental insurance or benefits, (Bcredit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, tenders, leases, performance bonds, purchase, construction or sales contracts (and other than for similar obligations, in each case not incurred or made in connection with the borrowing of money, the obtaining of advances or credit or the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise in the ordinary course deferred purchase price of business and secure obligations which are not past dueproperty; (vid) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not have been discharged within 60 days after expiration of any such stay; (e) leases or subleases granted to others, easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities or encumbrances, which, in each case are granted, entered into or created in the title thereto ordinary course of the business of the Borrower or any Restricted Subsidiary and which do not interfere with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; (Af) secure obligations for Liens on property or assets of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary owing to the payment Borrower or any other Restricted Subsidiary; (g) Liens created by any of moneythe Collateral Documents; (h) Liens created by any of the Collateral Documents securing Indebtedness incurred in accordance with Section 6.01(b), 6.01(g) or 6.01(i) (Bbut only to the extent such Indebtedness under Section 6.01(i) materially impair is incurred to any Lender) or, to the extent incurred to finance the making of capital improvements, repairs and additions to the Borrower's Assets, Section 6.01(e) (but only to the extent such Liens comply with the requirements thereof), provided, that (i) such Liens are effected through an amendment to the Collateral Documents to the extent necessary to provide the holders of such Indebtedness equal and ratable security in the property and assets subject to the Collateral Documents with the Secured Parties, (ii) the Collateral Documents are amended to the extent necessary to extend the Lien thereof to any property or assets acquired or otherwise financed with the proceeds of such Indebtedness, (iii) the Borrower has delivered to the Trustee an Officers' Certificate demonstrating that the principal amount of such Indebtedness does not exceed the lesser of the cost to the Borrower of such property or assets and the fair market value of such property or materially impair the use thereof assets (as determined in good faith by the Borrowers, General Partner) and to the Guarantors or any of their Subsidiaries in effect that the normal conduct amendments to the Collateral Documents required by this Section 6.02(h) and the filing and recordation of such Person's businessamendments and related supplements will not have a Material Adverse Effect and that such incurrence of Indebtedness pursuant to Section 6.01(b), 6.01(e), 6.01(g) or 6.01(i), as the case may be, complies in all respects with the requirements of such Section and (iv) the Borrower has delivered to the Trustee an opinion of counsel reasonably satisfactory to the Trustee to the effect that the Lien of the Collateral Documents has attached and is perfected with respect to such additional property and assets; (viii) Liens existing on any property of a newly-acquired Restricted Subsidiary at the time of acquisition or existing prior to the time of acquisition (and not created in anticipation of such acquisition) upon any property acquired by the Borrower or any Restricted Subsidiary; provided, that (i) any such Lien shall be confined solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property which is an improvement to or is acquired for specific use in connection with such acquired property, (ii) such item or items of property so acquired (other than property (which may include stock or other equity interests) subject to Liens existing prior to the time of acquisition and not created in anticipation of such acquisition) are not required to become part of the Mortgaged Properties under the Factoring Agreementsterms of the Collateral Documents, (iii) the principal amount of the Indebtedness secured by any such Lien shall at no time exceed an amount equal to the lesser of (A) the cost of such property to the Borrower or such Restricted Subsidiary, as the case may be, and (B) the fair market value of such property (as determined in good faith by the General Partner) at the time of such acquisition by the Borrower or such Restricted Subsidiary, and (iv) any such Lien shall not have been created or assumed in contemplation of such acquisition of a Restricted Subsidiary or property by the Borrower or any Restricted Subsidiary; (viiij) purchase money liens on or purchase money security interests Liens in equipment acquired or held in the ordinary course of business of the Borrowers, the Guarantors and their Subsidiaries securing Indebtedness amounts not exceeding $100,000 incurred, required or provided for under state law in any Fiscal Year of the Company the aggregate principal amount of $500,000 for the Borrowers, the Guarantors and their Subsidiariesconnection with self-insurance arrangements; (ixk) Liens securing Capitalized Leases arising from or constituting encumbrances or exceptions to title to the Assets expressly permitted by Section 7.02(g)the Collateral Documents; (x) Liens in favor of Old ME Corp. on the Capital Stock of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xi) Liens in favor of the Sellers on the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out Payment.

Liens, Etc. Create Create, incur or suffer to exist, or permit any of their ----------- its Subsidiaries to create create, incur or suffer to exist, any Lien upon on or with respect to any of their its properties, rights or other assets, whether now owned or hereafter acquired, or assign upon any income or otherwise transferprofits therefrom, or acquire or agree to acquire, or permit any of its Subsidiaries Subsidiary to assign or otherwise transferacquire, any right to receive incomeproperty or assets upon conditional sales agreements or other title retention devices, other than the following ("Permitted Liens"): ---------------except: (i) Liens created pursuant to for taxes and assessments or governmental charges or levies and Liens securing claims or demands of mechanics and materialmen, provided that payment thereof is not at the Loan Documentstime required by Section 5.01(a) or (b); (ii) Liens existing on any Lien of or resulting from any judgment or award; provided that either (A) the date hereofamount secured thereby does not exceed $200,000,000 or (B) if the amount secured thereby does exceed $200,000,000, as set forth the time for the appeal or petition for rehearing of such judgment or award shall not have expired, or the Borrower or a Subsidiary shall in Schedule 7.02(a)(ii) heretogood faith be prosecuting an appeal or proceeding for a review thereof, and the renewal and replacement execution of such Liens, provided that any such renewal judgment or replacement Lien award shall be limited to the property stayed pending such appeal or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replacedproceeding for review; (iii) Liens for taxes, assessments or governmental charges or levies incidental to the extent that conduct of business conducted by the payment thereof shall not be required by Section 7.01(c) hereof; (iv) Liens created by operation of law or leases (other than Liens created under Environmental Laws), such as landlords' liens, materialmen's liens, mechanics' liens Borrower and other similar Liens, arising its Subsidiaries in the ordinary course of business and securing claims the payment of which shall not be required by Section 7.01(c) hereof; (v) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Codeownership of properties and assets owned by the Borrower and its Subsidiaries (including (x) securing (A) obligations incurred Liens in respect of workers' connection with worker’s compensation, unemployment insurance or and other forms of governmental insurance or benefitslike laws, (By) the performance of bids, tenders, leases, contracts (other than for the payment of money) warehousemen’s and attorneys’ liens and statutory obligationslandlords’ liens and (z) Liens consisting of any right of offset, or (C) obligations statutory or consensual banker’s lien, on surety bank deposits or appeal bonds, but only to the extent such deposits, pledges or Liens are incurred or otherwise arise securities accounts maintained in the ordinary course of business and secure obligations which so long as such bank deposits or securities accounts are not past due; (vi) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations established or maintained for the payment purpose of moneyproviding such right of offset or banker’s lien) and Liens to secure the performance of bids, tenders or trade contracts, or (B) materially impair the value to secure statutory obligations, surety or appeal bonds or other Liens of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held like general nature incurred in the ordinary course of business of the BorrowersBorrower and its Subsidiaries and not in connection with the borrowing of money, provided in each case, the Guarantors obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate actions or proceedings; (iv) survey exceptions or encumbrances, encroachments, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, zoning restrictions, declarations of covenants, conditions and restrictions, other title exceptions or other restrictions as to the use of real properties, which are necessary or appropriate in the good faith judgment of the Borrower for the conduct of the business of the Borrower and its Subsidiaries and which, individually or in the aggregate, do not in any event materially impair their use in the operation of the business of the Borrower or of the Borrower and its Subsidiaries taken as a whole; (v) Liens securing Indebtedness not exceeding in any Fiscal Year of a Subsidiary to the Borrower or to another Subsidiary; (vi) Liens existing as of the Company Effective Date and reflected in Schedule 5.02(a) hereto, including any renewals, extensions or replacements of any such Lien, provided that: (A) no additional property is encumbered in connection with any such renewal, extension or replacement of any such Lien; and (B) there is no increase in the aggregate principal amount of $500,000 for Debt secured by any such Lien from that which was outstanding or permitted to be outstanding with respect to such Lien as of the BorrowersEffective Date or the date of such renewal, extension or replacement, whichever is greater, other than increases attributable to accrued interest, premiums, fees and expenses payable by the Borrower in connection with such renewal, extension or replacement; (vii) (x) Liens incurred after the Effective Date given to secure the payment of the purchase price and/or other direct costs incurred in connection with the acquisition, construction, improvement or rehabilitation of assets (including Liens incurred by the Borrower or any Subsidiary securing Debt incurred in connection with industrial development bond and pollution control financings), and (y) Liens existing on assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets, whether or not such existing Liens were given to secure the payment of the purchase price of the assets to which they attach, provided that (A) except in the case of Liens existing on assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets, the Guarantors Lien shall be created within twelve (12) months of the later of the acquisition of, or the completion of the construction, improvement or rehabilitation in respect of, such assets and their shall attach solely to the assets acquired, purchased, or financed, and (B) except in the case of Liens existing on assets at the time of acquisition thereof or at the time of acquisition by the Borrower or a Subsidiary of any business entity (including a Subsidiary) then owning such assets or Liens in connection with industrial development bond or pollution control financings, at the time of the incurrence of such Lien, the aggregate amount remaining unpaid on all Debt secured by Liens on such assets whether or not assumed by the Borrower or a Subsidiary shall not exceed an amount equal to 75% of the lesser of the total purchase price or fair market value, at the time such Debt is incurred, of such assets (as determined in good faith by the Board of Directors of the Borrower); (viii) Liens arising from the sale or transfer of accounts receivable and notes of the Borrower and its Subsidiaries, provided that the Borrower and its Subsidiaries shall receive adequate consideration therefor; (ix) Liens securing Capitalized Leases permitted by Section 7.02(g)on notes or accounts receivable sold or transferred in a transaction which is accounted for as a true sale under GAAP; (x) Liens in favor securing Debt and other obligations, to the extent that such Liens are not otherwise permitted by this Section 5.02(a), provided that immediately after giving effect to the incurrence of Old ME Corp. on any such Lien, the Capital Stock sum of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; andaggregate principal amount of all outstanding Debt and other obligations secured by Liens permitted solely by reason of this Section 5.02(a)(x) (together with any renewals, extensions, refinancings or refundings thereof) shall not exceed the higher of (A) 15% of Consolidated Net Tangible Assets and (B) $200,000,000; (xi) Liens incurred in favor connection with any renewals, extensions, refinancings or refundings of any Debt secured by Liens described in Sections 5.02(a)(vii), (viii), (ix) or (x), provided that there is no increase in the aggregate principal amount of Debt secured thereby, other than increases attributable to accrued interest, premiums, fees and expenses payable by the Borrower in connection with such renewal, extension or refinancing or refunding, and no additional property is encumbered; (xii) Liens on assets securing obligations under Hedge Agreements entered into in the ordinary course of business and for non-speculative purposes, provided that the aggregate fair market value of assets pledged in reliance on this clause (xii) shall not at any time exceed $50,000,000; (xiii) Liens of collecting banks arising under Section 4-210 of the Sellers UCC; and (xiv) Liens of issuers or nominated persons arising under Section 5-118 of the UCC on documents presented under letters of credit. In the Capital Stock event that any property of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentBorrower or its Subsidiaries is subjected to a lien in violation of this Section 5.02(a), but no other provision of this Agreement (the Indebtedness secured by such lien being referred to as “Prohibited Secured Indebtedness”), such violation shall not constitute an Event of Default hereunder if the Borrower, substantially simultaneously with the incurrence of such lien, makes or causes to be made a provision whereby the obligations of the Borrower under the Loan Documents will be secured equally and ratably with all Prohibited Secured Indebtedness and delivers to the Agent and the Lenders an opinion to that effect, and, in any case, such obligations shall have the benefit, to the full extent that, and with such priority as, the Lenders may be entitled to under applicable law, of an equitable lien to secure such obligations on such property of the Borrower or its Subsidiaries that secures Prohibited Secured Indebtedness. The opinion referred to in the preceding sentence shall be addressed to the Administrative Agent and the Lenders, shall contain such qualifications and limitations as are reasonably acceptable to the Administrative Agent and the Required Lenders and shall be delivered by counsel of nationally recognized standing selected by the Borrower and satisfactory to the Administrative Agent and the Required Lenders. Such counsel shall be deemed to be satisfactory to the Administrative Agent and the Required Lenders unless, during the 15 day period after the Administrative Agent has received written notice identifying such counsel, the Administrative Agent shall have objected to such selection in writing to the Borrower. Notwithstanding anything to the contrary herein, this Section 5.02(a) shall not apply to Treasury Stock.

Liens, Etc. Create or suffer to exist, or permit Neither the Company nor any of their ----------- its Subsidiaries to create will create, assume, incur or suffer to exist, any Lien upon on or with in respect to of any of their properties, rights or other assets, its Property whether now owned or hereafter acquired, or assign or otherwise transfer, or permit any of its Subsidiaries to assign or otherwise transfer, any right to receive income, other than except that the Company and its Subsidiaries may create, incur, assume or suffer to exist the following which are permitted liens ("Permitted Liens"): ---------------): (ia) Liens created pursuant to securing the Loan DocumentsObligations; (ii) Liens existing on the date hereof, as set forth in Schedule 7.02(a)(ii) hereto, and the renewal and replacement of such Liens, provided that any such renewal or replacement Lien shall be limited to the property or assets covered by the Lien renewed or replaced and the Indebtedness secured by any such renewal or replacement Lien shall be in an amount not greater than the amount of Indebtedness secured by the Lien renewed or replaced; (iiib) Liens for taxes, assessments or governmental charges or levies on Property of the Company and its Subsidiaries to the extent that not required to be paid pursuant to Sections 5.01 and 5.04; (c) Liens set forth in the payment thereof attached Schedule 6.01 securing Debt described therein and refinancings of such Debt; provided that, the aggregate principal amount of such Debt shall not be required by Section 7.01(c) hereofrenewed, refinanced or extended if the amount of such Debt so renewed, refinanced or extended is greater than the outstanding amount of such Debt on the Closing Date; (ivd) Liens created imposed by operation of law or leases (other than Liens created under Environmental Laws)contract, such as landlords' lienspreferred maritime Liens incurred in the ordinary course of business (including liens for wages, tort, general average salvage, repair, supplies, towage, use of a drydock facility or marine railway, or other necessaries supplied to a vessel), carrier's, warehousemen's, mechanic's, materialmen's, repairmen's liens, mechanics' liens and or other similar Liens, like Liens arising in the ordinary course of business (whether or not statutory) which are not overdue for a period of more than 30 days or which are being contested in good faith and securing claims the payment of by appropriate proceedings, for which a reserve or other appropriate provision, if any, as shall not be required by Section 7.01(c) hereofGAAP, shall have been made; (ve) deposits, pledges or Liens (other than Liens arising under ERISA or the Internal Revenue Code) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) deposits to secure the performance of bids, tenderstrade contracts, leases, contracts (statutory obligations and other than for the payment obligations of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such deposits, pledges or Liens are a like nature incurred or otherwise arise in the ordinary course of business and secure obligations which are in an aggregate amount outstanding at any time not past dueto exceed $7,500,000.00; (vif) easements, rights-of-way, zoning and similar restrictions and other similar charges and encumbrances on the use of real property and minor irregularities in the title thereto which do not (A) secure obligations for the payment of money, or (B) materially impair the value of such property or materially impair the use thereof by the Borrowers, the Guarantors or any of their Subsidiaries in the normal conduct of such Person's business; (vii) Liens created under the Factoring Agreements; (viii) purchase money liens on or purchase money security interests in equipment acquired or held incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, leases, subleases, licenses, sublicenses, restrictions on the use of Property or minor imperfections in title thereto which, individually and in the aggregate, could not reasonably be expected to cause a Material Adverse Change, and which do not in any case materially detract from the value of the Borrowers, Property subject thereto or interfere with the Guarantors and their Subsidiaries securing Indebtedness not exceeding in any Fiscal Year ordinary conduct of the business of the Company or any of its Subsidiaries; (g) Liens on Property of Persons which become Subsidiaries of the Company after the Closing Date securing Debt permitted hereby; provided that, (i) such Liens are in existence at the time the respective Persons become Subsidiaries of the Company and were not created in anticipation thereof, (ii) the Debt secured by such Liens (A) is secured only by such Property and not by any other assets of the Subsidiary acquired, (B) is not increased in amount and (C) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (g) shall not exceed $500,000 5,000,000.00 at any time, (iii) the Company's Consolidated EBITDA is greater than $65,000,000.00 for the Borrowers, four fiscal quarters most recently ended and (iv) the Guarantors and their SubsidiariesLeverage Ratio calculated as of the most recent fiscal quarter for which financial statements are available is less than 1.50 to 1.00; (ixh) Liens arising in the ordinary course of business out of pledges or deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to secure public or statutory obligations of the Borrower; (i) purchase money Liens or purchase money security interests upon or in any equipment acquired or held by the Company or any of its Subsidiaries in the ordinary course of business prior to or at the time of the Company's or such Subsidiary's acquisition of such equipment; provided that, (i) the Debt secured by such Liens (A) was incurred solely for the purpose of financing the acquisition of such equipment, and does not exceed the aggregate purchase price of such equipment, (B) is secured only by such equipment and not by any other assets of the Company and its Subsidiaries, (C) is not increased in amount, and (D) the aggregate principal amount of the indebtedness secured by the Liens permitted by this paragraph (i) shall not exceed $5,000,000.00 at any time, (ii) the Company's Consolidated EBITDA is greater than $65,000,000.00 for the four fiscal quarters most recently ended and (iii) the Leverage Ratio calculated as of the most recent fiscal quarter for which financial statements are available is less than 1.50 to 1.00. (j) Liens securing any MARAD Financing; provided that each such Lien encumbers only the property financed in connection with the creation of any such Debt and any other MARAD Collateral; and (k) Liens securing Capitalized Leases to the extent such Debt is permitted by under Section 7.02(g6.02(h); ; provided that (xi) Liens each such Lien only encumbers the property acquired in favor connection with the creation of Old ME Corp. such Capital Lease and all proceeds therefrom and (ii) the fair market value of the collateral securing any such Debt may exceed the outstanding principal amount of such Debt only to the extent such excess is within customary commercial bank lending and collateralization requirements. Notwithstanding the foregoing, the Company shall not, nor shall it permit any of its Subsidiaries to, create, assume, incur or suffer to exist, any Lien on or in respect of (i) any assets relating to or arising from the Capital Stock Mortgaged Vessels whether now owned or hereafter acquired, including, without limitation, any accounts receivable, inventory, equipment, and general intangibles (each as defined in Article 9 of Miss Xxxxx securing the Miss Xxxxx Earn Out Payment; and (xiUCC) other than Liens in favor of the Sellers on Administrative Agent for the benefit of the Lenders, (ii) the Capital Stock of Xxxx-Xx securing the Xxxx-Xx Earn Out PaymentCompany or any of its Subsidiaries, or (iii) GP 35, GP37, MV Shamal and MV Selatan, except in each case, Permitted Liens under clauses (a), (b), (d), (f) and (h) above.