Common use of Mortgages, Liens, Etc Clause in Contracts

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006the date of this Agreement; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) replacements in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced replace (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assetsnet Property, Plant and Equipment.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary;; Five-Year Credit Agreement 41 (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006the date of this Agreement; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced replace (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006the date of this Agreement; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced replace (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assetsnet Property, Plant and Equipment.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006the date of this Agreement; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary;; Five-Year Credit Agreement 41 (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) replacements in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced replace (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. CreateWithout the prior written consent of the Lenders, the Borrowers will not, nor will the Borrowers permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist exist, any mortgage, pledge, lien, security interest or other charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including the lien or retained security title of a conditional vendorany Capitalized Lease) upon or with respect to any of its Property, Plant and Equipment, real or upon personal property or with respect to asset now owned or hereafter acquired by the Property, Plant and Equipment of Borrowers or any Subsidiary, or assign or otherwise conveyexcept for the following (collectively, "Permitted Liens"): (a) The mortgages and security interests referred to in Schedule 7.2 attached hereto, or permit any renewal, extension or refunding of any such mortgage or security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; (b) Purchase money liens and other security interests, including Capitalized Leases, created in respect of property acquired by any Borrower or any Subsidiary after the date hereof or existing in respect of property so acquired at the time of acquisition thereof, provided that (i) each such lien shall at all times be confined solely to assign the item or otherwise conveyitems of property so acquired, any right to receive income from or with respect to its Property, Plant and Equipment, except(ii) the aggregate principal amount of Indebtedness secured by all such liens shall at no time exceed $2,500,000; (1c) Liens for taxes and other amounts not yet delinquent or being contested in good faith as provided in ss.6.5; liens in connection with workmen’s 's compensation, unemployment insurance or other social security obligations; (2) ; liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money)contracts, leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made arising in the ordinary course of business; (3) ; mechanics’', workmen’s's, materialmen’s 's or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property)due; and (12d) other liensEncumbrances in the nature of (i) zoning restrictions, charges (ii) easements, (iii) restrictions of record on the use of real property, (iv) landlords' and encumbranceslessors' liens on rented premises and (v) restrictions on transfers or assignments of leases, so long as which in each case do not, individually or in the aggregate amount aggregate, materially detract from the value of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% encumbered property or impair the use thereof in the businesses of Consolidated Net Tangible Assetsany Borrower or any Subsidiaries.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations;; Five-Year Credit Agreement 45 (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 20062011; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); andand Five-Year Credit Agreement 46 (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any Five-Year Credit Agreement 41 improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. CreateThe Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer permit to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien on or retained security interest in or pledge of' or conditional sale or other title of a conditional vendor) upon or retention agreement with respect to any of its Property, Plant and Equipment, property or upon asset now owned or with respect to hereafter acquired by the Property, Plant and Equipment of any Company or such Subsidiary, or assign any Indebtedness or otherwise conveyliability of the Company or any of its Subsidiaries, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, exceptprovided that the foregoing restrictions shall not prohibit: (1a) liens for Impositions the payment of which is not at the time required by Section 6; (b) liens incurred or deposits made in the ordinary course of business in connection with workmen’s workers' compensation, unemployment insurance and other types of social security, or other social security obligations; (2) liens securing to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary payment and performance bonds, completion bonds, return-of-money bonds and other liens of like nature made in the ordinary course of business; similar obligations (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise incurred in connection with the leasing borrowing of equipment in money or the ordinary course obtaining of businessadvances or credit); (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006; (7c) liens on assets of a Person existing at the time such Person is merged into Company and/or its Subsidiaries created under the Credit Agreement or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or mergerSecurity Documents referred to therein; (8) liens securing Debt d) in the case of a the issued and outstanding capital stock of any Subsidiary of TBC owing owned by the Company, the pledge thereof pursuant to TBC or to another Subsidiary;the Credit Agreement; and (9e) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any equipment or other similar personal property acquired by the Company or any Subsidiary and having an unpaid purchase price of no more than $500,000 ($700,000, if and to the extent of the Contingent Obligation under the HBRS Transaction), individually or in the aggregate, liens (such acquisitionterm to include security interests and conditional sale and other title retention agreements) created to finance the acquisition of such personal property, construction or improvement, the provided that each such lien shall not apply at all times be confined solely to any the items of personal property theretofore owned by TBC or such Subsidiary other than, in so acquired and shall at no time confer on the case holder of such construction or improvement, lien any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred right in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part respect of any lien referred to in other property of the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all Company or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible AssetsSubsidiary.

Mortgages, Liens, Etc. CreateNone of the Borrowers will, nor will any Borrower permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist exist, any mortgage, pledge, lien, security interest or other charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including the lien or retained security title of a conditional vendorany Capitalized Lease) upon or with respect to to, any of its Property, Plant and Equipment, property or upon asset now owned or with respect to the Property, Plant and Equipment of hereafter acquired by any Borrower or any Subsidiary, or assign or otherwise conveyexcept for the following (collectively, "Permitted Liens"): (a) Subject to 7.1(b), any lien on property of (i) a Subsidiary securing Indebtedness of such Subsidiary to a Borrower and (ii) a Borrower securing Indebtedness to any other Borrower; (b) The existing mortgages and security interests referred to in Schedule 7.2 attached hereto, or permit any renewal, extension or refunding of any such mortgage or security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; (c) Purchase money mortgages, liens and other security interests, including Capitalized Leases, created in respect of property acquired by a Borrower or any Subsidiary after the date hereof or existing in respect of property so acquired at the time of acquisition thereof, provided that (i) each such lien shall at all times be confined solely to assign the item or otherwise conveyitems of property so acquired, any right to receive income from or with respect to its Property, Plant and Equipment, except(ii) the aggregate principal amount of Indebtedness secured by all such liens shall at no time exceed $500,000; (1d) Liens for taxes and other amounts not yet delinquent or being contested in good faith as provided in 6.5; liens in connection with workmen’s 's compensation, unemployment insurance or other social security obligations; (2) ; liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money)contracts, leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made arising in the ordinary course of business; (3) ; mechanics’', workmen’s's, materialmen’s 's or other like liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith; and other liens or encumbrances incidental to the conduct of the business of any Borrower or any Subsidiary or to the ownership of their respective properties or assets, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not, individually or in the aggregate, materially detract from the value of the properties or assets of the Borrowers and their Subsidiaries or materially affect the use thereof in the operation of their business; (4e) liens for taxes not yet due Encumbrances in the nature of (i) zoning restrictions, (ii) easements, (iii) restrictions of record on the use of real property, (iv) landlords' and lessors' Liens on rented premises and (v) restrictions on transfers or being contested assignments of leases, which in good faith and by appropriate proceedings by TBC each case do not, individually or in the affected aggregate, materially detract from the value of the encumbered property or impair the use thereof in the business of any Borrower or any Subsidiary; (5f) liens which arise Liens in connection with respect of judgments or awards, to the leasing of equipment in the ordinary course of businessextent that such judgments or awards are permitted by 7.1(j); (6g) liens Restrictions under federal and state securities laws on Property, Plant and Equipment owned by TBC or any Subsidiary the transfer of TBC existing on September 30, 2006; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property)securities; and (12h) other liens, charges and encumbrances, so long as Restrictions under foreign trade regulations on the aggregate amount transfer or licensing of certain assets of the Consolidated Debt for which all such liens, charges Borrowers and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assetstheir Subsidiaries.

Mortgages, Liens, Etc. CreateNo Borrower will, nor will any Borrower permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist exist, any mortgage, pledge, lien, security interest or other charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including the lien or retained security title of a conditional vendorany Capitalized Lease) upon or with respect to any of its Property, Plant and Equipment, property or upon asset now owned or with respect to the Property, Plant and Equipment of hereafter acquired by any Borrower or any Subsidiary, or assign or otherwise conveyexcept for the following (collectively, "Permitted Liens"): (a) Subject to ss.7. 1 (b), any lien on property of a Subsidiary securing Indebtedness of such Subsidiary to any Borrower; (b) The mortgages and security interests referred to in Schedule 7.2 attached hereto, or permit any renewal, extension or refunding of any such mortgage or security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; (c) Purchase money mortgages, liens and other security interests, including Capitalized Leases, created in respect of property acquired by any Borrower or any Subsidiary after the date hereof or existing in respect of property so acquired at the time of or in relation to assign the acquisition thereof, provided that (i) each such lien shall at all times be confined solely to the item or otherwise conveyitems of property so acquired, any right to receive income from or with respect to its Property, Plant and Equipment, except(ii) the aggregate principal amount of Indebtedness secured by all such liens shall at no time exceed $2,000,000; (1d) Liens for taxes and other amounts not yet delinquent or being contested in good faith as provided in ss.6.5; liens in connection with workmen’s 's compensation, unemployment insurance or other social security obligations; (2) ; liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money)contracts, leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made arising in the ordinary course of business; (3) ; mechanics’', workmen’s's, materialmen’s 's or other like liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith; (4) ; and other liens for taxes or encumbrances incidental to the conduct of the business of any Borrower or any Subsidiary or to the ownership of their respective properties or assets, which were not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise incurred in connection with the leasing borrowing of equipment money or the obtaining of credit and which do not, individually or in the ordinary course aggregate, materially detract from the value of businessthe properties or assets of Borrowers or any Subsidiaries or materially affect the use thereof in the operation of their respective businesses; (6e) liens Encumbrances in the nature of (i) zoning restrictions, (ii) easements, (iii) restrictions of record on Propertythe use of real property, Plant (iv) landlords' and Equipment owned lessors' Liens and security deposits paid by TBC any Borrower on rented premises and (v) restrictions on transfers or assignments of leases, which in each case do not, individually or in the aggregate, materially detract from the value of the encumbered property or impair the use thereof in the businesses of Borrowers or any Subsidiary of TBC existing on September 30, 2006Subsidiaries; (7f) liens on assets Liens in respect of a Person existing at judgments or awards, to the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided extent that such liens judgments or awards are not created in anticipation of such purchase, lease, acquisition or mergerpermitted by ss.7.1 (i); (8) liens securing Debt g) Restrictions under federal and state securities laws on the transfer of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property)securities; and (12h) other liens, charges and encumbrances, so long as Restrictions under foreign trade regulations on the aggregate amount transfer or licensing of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assetscertain assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 20062018; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. CreateThe Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist exist, any mortgage, pledge, lien, security interest or other charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including the lien or retained security title of a conditional vendorany Capital Lease) upon or with respect to to, any of its Property, Plant and Equipment, property or upon asset now owned or with respect to hereafter acquired by the Property, Plant and Equipment of Company or any Subsidiary, or assign or otherwise conveyexcept: (a) Any lien securing Indebtedness to the Bank; (b) The existing mortgages and security interests referred to in Schedule 3.7 attached hereto, or permit any renewal, extension or refunding of any such mortgage or security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; (c) Purchase money mortgages, liens and other security interests, including Capital Leases, created in respect of property acquired by the Company or any Subsidiary after the date hereof or existing in respect of property so acquired at the time of acquisition thereof, provided that (i) each such lien shall at all times be confined solely to assign the item or otherwise conveyitems of property so acquired, any right to receive income from or with respect to its Property, Plant and Equipment, except(ii) the aggregate principal amount of Indebtedness secured by all such liens shall at no time exceed $500,000; (1d) Liens for taxes not yet delinquent or being contested in good faith as provided in subsection 5.4; liens in connection with workmen’s 's compensation, unemployment insurance or other social security obligations; (2) ; liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligationscontracts, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made arising in the ordinary course of business; (3) ; mechanics’', workmen’s's, materialmen’s 's or other like liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith; (4) ; and other liens for taxes or encumbrances incidental to the conduct of the business of the Company or any Subsidiary or to the ownership of their respective properties or assets, which were not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise incurred in connection with the leasing borrowing of equipment money or the obtaining of credit and which do not materially detract from the value of the properties or assets of the Company and its Subsidiaries or materially affect the use thereof in the ordinary course operation of their business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12e) other liensSecurity interests in the Parent Company Subscriptions and the Company Subscriptions, charges and encumbrancesincluding the proceeds thereof, so long as securing the aggregate amount of Indebtedness evidenced by the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible AssetsBridge Note.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 20062016; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC the Company or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC the Company or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC the Company or any Subsidiary of TBC the Company existing on September 30, 20062019; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC the Company or a Subsidiary of TBC the Company or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC the Company or a Subsidiary of TBCthe Company, whether or not any Debt secured by such liens is assumed by TBC the Company or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC the Company owing to TBC the Company or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC the Company or a Subsidiary of TBC the Company or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC the Company or such Subsidiary or to secure any Debt incurred or guaranteed by TBC the Company or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC the Company or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC the Company or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC the Company or a Subsidiary in connection with any Property, Plant and Equipment used by TBC the Company or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment Property of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except: (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary;; 42 (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment Property owned by TBC or any Subsidiary of TBC existing on September 30, 2006the Closing Date; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and; (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all secured by such liens, charges and encumbrances serve as security encumbrances, together with the aggregate amount of Debt of Subsidiaries incurred pursuant to Section 4.2(g)(8), does not exceed 15% $250,000,000; and (13) liens, charges and encumbrances securing the Spirit Assumed Debt and/or the Spirit Refinancing Debt; provided that, in each case, no assets of Consolidated Net Tangible Assets.the Borrower or its Subsidiaries (other than Spirit) shall secure such Spirit Assumed Debt and/or the Spirit Refinancing Debt. 43

Mortgages, Liens, Etc. CreateThe Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer permit to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien on or retained security interest in or pledge of or conditional sale or other title of a conditional vendor) upon or retention agreement with respect to any of its Property, Plant and Equipment, property or upon asset now owned or with respect to hereafter acquired by the Property, Plant and Equipment of any Company or such Subsidiary, or assign any Indebtedness or otherwise conveyliability of the Company or any of its Subsidiaries, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, exceptprovided that the foregoing restrictions shall not prohibit: (1a) liens for Impositions the payment of which is not at the time required by Section 6; (b) liens incurred or deposits made in the ordinary course of business in connection with workmen’s workers' compensation, unemployment insurance and other types of social security, or other social security obligations; (2) liens securing to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary payment and performance bonds, completion bonds, return-of- money bonds and other liens of like nature made in the ordinary course of business; similar obligations (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise incurred in connection with the leasing borrowing of equipment in money or the ordinary course obtaining of businessadvances or credit); (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 2006; (7c) liens on assets of a Person existing at the time such Person is merged into Company and/or its Subsidiaries created under the Credit Agreement or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or mergerSecurity Documents referred to therein; (8) liens securing Debt d) in the case of a the issued and outstanding capital stock of any Subsidiary of TBC owing owned by the Company, the pledge thereof pursuant to TBC or to another Subsidiary;the Credit Agreement; and (9e) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any equipment or other similar personal property acquired by the Company or any Subsidiary and having an unpaid purchase price of no more than $500,000 ($700,000, if and to the extent of the Contingent Obligation under the HBRS Transaction), individually or in the aggregate, liens (such acquisitionterm to include security interests and conditional sale and other title retention agreements) created to finance the acquisition of such personal property, construction or improvement, the provided that each such lien shall not apply at all times be confined solely to any the items of personal property theretofore owned by TBC or such Subsidiary other than, in so acquired and shall at no time confer on the case holder of such construction or improvement, lien any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred right in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part respect of any lien referred to in other property of the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all Company or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible AssetsSubsidiary.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September June 30, 20062023; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September 30, 20062015; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure Five-Year Credit Agreement 41 progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business; (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September June 30, 20062023; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.

Mortgages, Liens, Etc. Create, incur, assume or suffer to exist any mortgage, pledge, lien, security interest or other charge or encumbrance (including the lien or retained security title of a conditional vendor) upon or with respect to any of its Property, Plant and Equipment, or upon or with respect to the Property, Plant and Equipment of any Subsidiary, or assign or otherwise convey, or permit any Subsidiary to assign or otherwise convey, any right to receive income from or with respect to its Property, Plant and Equipment, except (1) liens in connection with workmen’s compensation, unemployment insurance or other social security obligations; (2) liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made in the ordinary course of business;; Five-Year Credit Agreement 49 (3) mechanics’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business in respect of obligations which are not due or which are being contested in good faith; (4) liens for taxes not yet due or being contested in good faith and by appropriate proceedings by TBC or the affected Subsidiary; (5) liens which arise in connection with the leasing of equipment in the ordinary course of business; (6) liens on Property, Plant and Equipment owned by TBC or any Subsidiary of TBC existing on September SeptemberJune 30, 200620192022; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property); and (12) other liens, charges and encumbrances, so long as the aggregate amount of the Consolidated Debt for which all such liens, charges and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assets.. Five-Year Credit Agreement 50

Mortgages, Liens, Etc. CreateNone of the Borrowers will, nor will any Borrower permit any Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist exist, any mortgage, pledge, lien, security interest or other charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement (including the lien or retained security title of a conditional vendorany Capitalized Lease) upon or with respect to to, any of its Property, Plant and Equipment, property or upon asset now owned or with respect to the Property, Plant and Equipment of hereafter acquired by any Borrower or any Subsidiary, or assign or otherwise conveyexcept for the following (collectively, "Permitted Liens"): (a) Subject to 7.1(b), any lien on property of (i) a Subsidiary securing Indebtedness of such Subsidiary to a Borrower and (ii) a Borrower securing Indebtedness to any other Borrower; (b) The mortgages and security interests referred to in Schedule 7.2 attached hereto, or permit any renewal, extension or refunding of any such mortgage or security interest in an amount not exceeding the amount thereof remaining unpaid immediately prior to such renewal, extension or refunding; (c) Purchase money mortgages, liens and other security interests, including Capitalized Leases, created in respect of property acquired by a Borrower or any Subsidiary after the date hereof or existing in respect of property so acquired at the time of acquisition thereof, provided that (i) each such lien shall at all times be confined solely to assign the item or otherwise conveyitems of property so acquired, any right to receive income from or with respect to its Property, Plant and Equipment, except(ii) the aggregate principal amount of Indebtedness secured by all such liens shall at no time exceed $500,000; (1d) Liens for taxes and other amounts not yet delinquent or being contested in good faith as provided in 6.5; liens in connection with workmen’s 's compensation, unemployment insurance or other social security obligations; (2) ; liens securing the performance of bids, tenders, contracts (other than for the repayment of borrowed money)contracts, leases, statutory obligations, surety and appeal bonds, liens to secure progress or partial payments made to TBC or such Subsidiary and other liens of like nature made arising in the ordinary course of business; (3) ; mechanics’', workmen’s's, materialmen’s 's or other like liens arising in the ordinary course of business in respect of obligations which are not yet due or which are being contested in good faith; and other liens or encumbrances incidental to the conduct of the business of any Borrower or any Subsidiary or to the ownership of their respective properties or assets, which were not incurred in connection with the borrowing of money or the obtaining of credit and which do not, individually or in the aggregate, materially detract from the value of the properties or assets of the Borrowers and their Subsidiaries or materially affect the use thereof in the operation of their business; (4e) liens for taxes not yet due Encumbrances in the nature of (i) zoning restrictions, (ii) easements, (iii) restrictions of record on the use of real property, (iv) landlords' and lessors' Liens on rented premises and (v) restrictions on transfers or being contested assignments of leases, which in good faith and by appropriate proceedings by TBC each case do not, individually or in the affected aggregate, materially detract from the value of the encumbered property or impair the use thereof in the business of any Borrower or any Subsidiary; (5f) liens which arise Liens in connection with respect of judgments or awards, to the leasing of equipment in the ordinary course of businessextent that such judgments or awards are permitted by 7.1(j); (6g) liens Restrictions under federal and state securities laws on Property, Plant and Equipment owned by TBC or any Subsidiary the transfer of TBC existing on September 30, 2006; (7) liens on assets of a Person existing at the time such Person is merged into or consolidated with TBC or a Subsidiary of TBC or at the time of purchase, lease, or acquisition of the property or Voting Stock of such Person as an entirety or substantially as an entirety by TBC or a Subsidiary of TBC, whether or not any Debt secured by such liens is assumed by TBC or such Subsidiary, provided that such liens are not created in anticipation of such purchase, lease, acquisition or merger; (8) liens securing Debt of a Subsidiary of TBC owing to TBC or to another Subsidiary; (9) liens on assets existing at the time of acquisition of such property by TBC or a Subsidiary of TBC or purchase money liens to secure the payment of all or part of the purchase price of property upon acquisition of such assets by TBC or such Subsidiary or to secure any Debt incurred or guaranteed by TBC or a Subsidiary prior to, at the time of, or within one year after the later of the acquisition, completion or construction (including any improvements on existing property), or commencement of full operation, of such property, which Debt is incurred or guaranteed solely for the purpose of financing all or any part of the purchase price thereof or construction or improvements thereon; provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any property theretofore owned by TBC or such Subsidiary other than, in the case of such construction or improvement, any theretofore unimproved real property on which the property so constructed or the improvement made is located; (10) liens securing obligations of TBC or a Subsidiary incurred in conjunction with industrial revenue bonds or other instruments utilized in connection with incentive structures for tax purposes issued for the benefit of TBC or a Subsidiary in connection with any Property, Plant and Equipment used by TBC or a Subsidiary; (11) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any lien referred to in the foregoing; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement and that such extension, renewal or replacement shall be limited to all or any part of the property that secured the lien so extended, renewed or replaced (plus improvements and construction on such property)securities; and (12h) other liens, charges and encumbrances, so long as Restrictions under foreign trade regulations on the aggregate amount transfer or licensing of certain assets of the Consolidated Debt for which all such liens, charges Borrowers and encumbrances serve as security does not exceed 15% of Consolidated Net Tangible Assetstheir Subsidiaries.