Common use of Negative Pledge; Liens Clause in Contracts

Negative Pledge; Liens. The Borrower and the Guarantor will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creation, incurrence, assumption or existence of: (i) Liens in favor of the Bank; (ii) Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were incurred in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit Agreement.

Negative Pledge; Liens. The Borrower and the each Guarantor will shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of its properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:"Permitted Liens"): (i) Liens now existing or hereafter created in favor of connection with the BankSenior Financing, to which Liens the Purchaser will subordinate its Liens to on the terms set forth in the Subordination Agreement; (ii) Liens for taxes or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic's, warehousemen's, attorneys' and statutory landlords' liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not yet duein connection with the borrowing of money; provided, or Liens for taxes however, that in each case, the obligation secured thereby shall not be overdue, or, if overdue, is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Borrower; (iii) Except as hereinafter set forthLiens securing the payments of taxes, Liens in respect of property assessments and governmental charges or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yb) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Borrower shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such LienBusiness; (iv) Liens in existence listed on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period;Schedule 7.2(b) hereto; and (v) Permitted Encumbrances; Extensions, renewals and replacements of Liens referred to in clauses (vii) Liens created pursuant through (iv) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the Security Instruments; (vii) Utility deposits property or assets covered by the Lien extended, renewed or replaced and pledges that the obligations secured by any such extension, renewal or deposits replacement Lien shall be in connection with worker’s compensationan amount not greater than the amount of the obligations secured by the Lien extended, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit Agreementrenewed or replaced.

Negative Pledge; Liens. The Borrower and the Guarantor will shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of its properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens now existing or hereafter created in favor of connection with the BankSenior Financing, to which Liens the Lender will subordinate its Liens to on the terms set forth in the Subordination Agreement; (ii) Liens for taxes or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not yet duein connection with the borrowing of money; provided, or Liens for taxes however, that in each case, the obligation secured thereby shall not be overdue, or, if overdue, is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Borrower; (iii) Except as hereinafter set forthLiens securing the payments of taxes, Liens in respect of property assessments and governmental charges or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yb) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Borrower shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such LienBusiness; (iv) Liens in existence listed on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period;Schedule 7.2(b) hereto; and (v) Permitted Encumbrances; Extensions, renewals and replacements of Liens referred to in clauses (vii) Liens created pursuant through (iv) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the Security Instruments; (vii) Utility deposits property or assets covered by the Lien extended, renewed or replaced and pledges that the obligations secured by any such extension, renewal or deposits replacement Lien shall be in connection with worker’s compensationan amount not greater than the amount of the obligations secured by the Lien extended, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit Agreementrenewed or replaced.

Negative Pledge; Liens. The Neither the Borrower and the Guarantor nor any Subsidiary will not create, incur, assume or suffer to exist any Lien upon on any asset now owned or hereafter acquired by it, except for: (a) Liens existing on the date of the Existing Credit Agreement securing Debt outstanding on the date of the Existing Credit Agreement in an aggregate principal or face amount not exceeding $5,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with respect to or within 90 days after the acquisition thereof; (d) any property Lien on any asset of any Person existing at the time such Person is merged or assets (real consolidated with or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to into the Borrower or a Subsidiary; (e) any Lien existing on any asset prior to the Guarantor)acquisition thereof by the Borrower or a Subsidiary; (f) any Lien arising out of refinancing, extending, renewing or assign refunding (or successively refinancing, extending, renewing or refunding) any right to receive income or permit Debt secured by any Lien permitted by any of the filing foregoing clauses of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; this Section, provided that the principal amount of such Debt is not increased and such Debt is not secured by any additional assets; (g) any Lien on property constituting substitutions or replacements for, or additions or accessions to, property of the Borrower or a Subsidiary and created pursuant to after-acquired property provisions of this Section 7.1 shall any Lien otherwise permitted by any of the foregoing clauses; (h) Liens for or in connection with taxes or assessments, governmental charges and similar charges not prevent the creationdelinquent or being contested in good faith by appropriate proceedings, incurrence, assumption or existence of:including deposits as security in connection therewith; (i) Liens reserved in or arising under leases constituting "Debt" as described in clause (ii) of the definition thereof, or reserved in or arising under licenses, permits or operating leases for rent or other charges or to secure the performance of obligations thereunder; (j) Liens granted or arising in favor of an operator on assets subject to joint operations to secure payments or other obligations due such operator in connection with the Bankoperation of such assets; (iik) Liens for taxes not yet duegranted or arising on joint venture and partnership interests in favor of such joint ventures or partnerships or the other partners or owners thereof on the Borrower's or its Subsidiaries' interests therein, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedon the assets of such partnerships or joint ventures, to secure payments or other obligations due to such partnerships or joint ventures or the other partners or owners thereof with respect to the business of such partnerships or joint ventures; (iiil) Except Mechanics' and materialmens' liens or any lien or charge in connection with workmens' compensation, unemployment insurance or other social security or old age pension obligations or deposits in connection therewith, including obligations under ERISA; good faith deposits in connection with tenders or leases of real estate, bids or contracts; deposits to secure public or statutory obligations or to secure or in lieu of surety bonds; (m) Liens securing judgments or orders for the payment of money, or surety or appeal bonds with respect to any such judgments or order, in an aggregate amount not exceeding $25,000,000, so long as hereinafter set forthno Event of Default exists with respect thereto under Section 7.01(j); (n) Liens on property of a Subsidiary to secure obligations of such Subsidiary to the Borrower or to another Subsidiary; provided however, that the obligations so secured may not be assigned, sold or otherwise transferred to a Person other than the Borrower or another Subsidiary unless such Liens are otherwise permitted hereunder; (o) Rights reserved to or vested in, or obligations or duties owed to, any governmental or public authority or railroad or utility by the terms of any right, power, franchise, grant, license, permit or provision of law; and any easement, right-of-way, mineral lease or other agreement relating to the exploration, development, production or other exploitation of mining, oil, gas, timber or other natural resources, exception or reservation in respect of any property or assets of the Borrower or any Subsidiary granted or reserved in any property of the Guarantor imposed by lawBorrower or any Subsidiary which do not materially impair the use of the property of the Borrower and its Subsidiaries, taken as a whole, for the purposes for which were it is held in the operation of the business of the Borrower and its Subsidiaries; (p) Liens and encumbrances (other than those securing Debt or Derivative Obligations) existing upon property or rights in or relating thereto, including rights of tenants in common or other common owners; zoning, planning, environmental laws and ordinances and governmental regulations; and minor defects or irregularities in or encumbrances on the titles to properties which in the aggregate do not materially impair the use of the property of the Borrower and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of the Borrower and its Subsidiaries; (q) Liens on cash, cash equivalents, options or futures positions and other account holdings securing Derivatives Obligations or otherwise incurred in connection with margin accounts with brokerage or commodities firms; provided that the aggregate amount of assets subject to such Liens shall at no time exceed $60,000,000; (r) Liens arising in connection with statutory or contractual set-off provisions granted or arising in the ordinary course of businessbusiness in favor of banks, such as carriers’, warehousemen’s and mechanics’ liens and brokers or other similar creditors; (s) Liens arising in the ordinary course of businessits business which (i) do not secure Debt or Derivatives Obligations, (ii) do not to exceed secure any obligation in an amount exceeding $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, 25,000,000 and (xiii) which do not in the aggregate materially detract from the value of such property or its assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislationits business; and (viiit) Liens not otherwise permitted under by the Credit Agreementforegoing clauses of this Section securing Debt in an aggregate principal or face amount at any date not to exceed 5% of Consolidated Net Worth.

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of its properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:"Permitted Liens"): (i) Liens in favor of securing the BankSenior Debt; (ii) Liens in existence on the date hereof and listed in the "Permitted Liens Schedule" attached hereto; (iii) Liens imposed by any governmental authority for taxes taxes, assessments or charges not yet due, due or Liens for taxes that are being contested in good faith and by appropriate proceedings for which if adequate reserves have been establishedwith respect thereto are maintained on the books of the Company or the affected Subsidiaries, as the case may be, in accordance with GAAP; (iiiiv) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were incurred in the ordinary course of business, such as carriers’', warehousemen’s and 's, mechanics’ liens and ', materialmen's, repairmen's or other similar like Liens arising in the ordinary course of business, business that are not to exceed $10,000,000 as to the Borrower, the Guarantor overdue for a period of more than 30 days or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which that are being contested in good faith and by appropriate proceedings, which proceedings have and Liens securing judgments but only to the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, extent for an amount and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration period not resulting in an Event of such time periodDefault under SECTION 8.1(I) hereof; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with under worker’s 's compensation, unemployment insurance and other social security legislation; and; (vi) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (vii) easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto that, in the aggregate, are not material in amount, and that do not in any case materially detract from the value of the Property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (viii) Liens permitted under upon real and/or tangible personal Property acquired after the Credit Agreementdate hereof (by purchase, construction or otherwise) by the Loan Parties, each of which Liens either (A) existed on such Property before the time of its acquisition and was not created in anticipation thereof or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such Property; PROVIDED that (i) no such Lien shall extend to or cover any Property of the Loan Parties other than the Property so acquired and improvements thereon and (ii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the fair market value (as determined in good faith by a senior financial officer of the Company) of such Property at the time it was acquired (by purchase, construction or otherwise); and (ix) extensions, renewals and replacements of Liens referred to in clauses (i) through (viii) of this Section 7.2(b) provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced.

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens created in connection with the Purchase Documents or otherwise arising in favor of Agent, for the Bankbenefit of the Purchasers; (ii) Liens for taxes not yet duecreated in connection with the Senior Financing, or which Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedPurchaser has subordinated to on terms of the Senior Subordination Agreement; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by lawlaw for taxes, which were incurred in the ordinary course assessments or charges of business, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, any Governmental Authority for claims not to exceed $10,000,000 as to the Borrower, the Guarantor yet due or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, proceedings and with respect to which proceedings have adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the effect satisfaction of preventing the forfeiture or sale of the property or assets subject to any such LienAgent in its Permitted Discretion; (iv) (i) statutory Liens of landlords, and of carriers, warehousemen, mechanics and/or materialmen, and (ii) other Liens imposed by law or that arise by operation of law in existence on the ordinary course of business from the date hereof of creation thereof, in each case of the foregoing clauses (i) and (ii) only for amounts not yet due or which are listed, being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the property subject thereto described satisfaction of Agent in Exhibit C, with an indication therein that such Liens are “its Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time periodDiscretion; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with worker’s workers’ compensation, unemployment insurance and other types of social security legislationbenefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations which are not delinquent for more than 90 days or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person to the satisfaction of Agent in its Permitted Discretion; (vi) purchase money Liens securing Indebtedness permitted under Section 7.2(a)(v) and Liens arising under Capital Leases permitted under Section 7.2(a)(vi), in each case to the extent such Liens attach only to the subject Property; (vii) any attachment or judgment Lien not otherwise constituting an Event of Default; (viii) easements, rights of way, restrictions, zoning ordinances, reservations, covenants and other similar charges, title exceptions or encumbrances relating to real property of the Loan Parties that do not interfere in any material respect with the ordinary conduct of the Business of the Loan Parties or result in material diminution in value of the Collateral; and (viiiix) Liens permitted under listed on the Credit AgreementPermitted Encumbrances Schedule attached hereto as Schedule 7.2(b).

Negative Pledge; Liens. The Borrower Company shall not and shall not permit any of the Guarantors to, at any time, (i) covenant in favor of any Person other than the Agent and the Guarantor Banks that the Company will not create, assume, incur or suffer to be created, assumed , incurred or to exist, directly or indirectly, any Lien upon its property or assets of any character whether now owned or hereafter acquired; or (ii) create, incur, assume or suffer to exist any Lien upon or with respect to on any of its property or assets (real or personalAssets, tangible or intangible, now owned or hereafter acquired, (including, without limitation, the capital stock of any Subsidiary) constituting or agree or become liable to do so, except for the Project following ("Permitted Liens"): (a) Liens existing on the date hereof securing obligations existing on the date hereof; (b) Liens arising from taxes, assessments, charges, levies or sell any such property claims described in Section 5.03 hereof that are not yet due or assets subject to an understanding that remain payable without penalty or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right extent permitted to receive income or permit the filing of any financing statement remain unpaid under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this such Section 7.1 shall 5.03; (c) Liens on property securing all or part of the purchase price thereof to the Company or a Subsidiary of the Company, as the case may be, and Liens (whether or not prevent assumed) existing in property at the creationtime of purchase thereof by the Company or such Subsidiary (and extension, incurrencerenewal and replacement Liens upon the same property), assumption or existence of:provided (i) Liens in favor such Lien is created before or substantially simultaneously with the purchase of such property by the BankCompany or such Subsidiary; (ii) Liens for taxes not yet dueeach such Lien is confined solely to the property so purchased, or Liens for taxes being contested in good faith improvements thereto and by appropriate proceedings for which adequate reserves have been established;proceeds thereof, and (iii) Except as hereinafter set forth, Liens in respect of property or assets the aggregate amount of the Borrower obligations secured by all such Liens on any particular property at any time purchased by the Company or such Subsidiary, shall not exceed 90% of the lesser of the fair market value of such property at such time or the Guarantor imposed by lawactual purchase price of such property. (d) Deposits or pledges of cash or securities (other than the capital stock of any Subsidiary of the Company) in the ordinary course of business to secure (i) workmen's compensation, which were unemployment insurance or other social security obligation, (ii) performance of bids, tenders, trade contracts (other than for payment of money) or leases, (iii) stay, surety or appeal bonds or (iv) other obligations of a like nature incurred in the ordinary course of business. (e) Zoning restrictions, such as carriers’easements, warehousemen’s and mechanics’ liens minor restrictions on the use of real property, minor irregularities in title thereto and other similar minor Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which that do not in the aggregate materially detract from the value of such a property or assets asset, or materially impair the its use thereof in the operation business of, the Company or its Subsidiaries, as the case may be. (f) Deposits or pledges of cash or securities (other than the capital stock of the business Company or any Subsidiary of the Borrower Company) by the Company or any Subsidiary of the Company in the ordinary course of business to secure performance obligations of the Company or any such Subsidiary, as the case may be, under any interest rate or currency swap or cap or other interest rate or currency hedge agreement incurred by the Company or any such Subsidiary in the ordinary course of business or other obligations of a like nature incurred by the Company or any such Subsidiary in the ordinary course of business. (g) Liens securing the claims or demands of materialmen, mechanics, contractors, landlords and other like Persons for labor, materials, supplies or rentals incurred in the ordinary course of business, but only if the payment thereof is not at the time required or the Guarantor or (y) which are validity thereof is being contested in good faith by appropriate proceedings, which proceedings and reserves have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens been made with respect thereto as provided in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit AgreementSection 5.03.

Negative Pledge; Liens. The Borrower and the Guarantor Neither New Valero nor any Subsidiary will not create, incur, assume or suffer to exist any Lien upon on any asset now owned or hereafter acquired by it, except for: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $5,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with respect to or within 90 days after the acquisition thereof; (d) any property Lien on any asset of any Person existing at the time such Person is merged or assets consolidated with or into New Valero or a Subsidiary; (real or personal, tangible or intangiblee) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse Lien existing on any asset prior to the Borrower acquisition thereof by New Valero or a Subsidiary; (f) any Lien arising out of refinancing, extending, renewing or refunding (or successively refinancing, extending, renewing or refunding) any Debt secured by any Lien permitted by any of the Guarantor)foregoing clauses of this Section, or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the principal amount of such Debt is not increased and such Debt is not secured by any additional assets; (g) any Lien on property constituting substitutions or replacements for, or additions or accessions to, property of New Valero or a Subsidiary and created pursuant to after-acquired property provisions of this Section 7.1 shall any Lien otherwise permitted by any of the foregoing clauses; (h) Liens for or in connection with taxes or assessments, governmental charges and similar charges not prevent the creationdelinquent or being contested in good faith by appropriate proceedings, incurrence, assumption or existence of:including deposits as security in connection therewith; (i) Liens reserved in or arising under leases constituting "DEBT" as described in clause (ii) of the definition thereof, or reserved in or arising under licenses, permits or operating leases for rent or other charges or to secure the performance of obligations thereunder; (j) Liens granted or arising in favor of an operator on assets subject to joint operations to secure payments or other obligations due such operator in connection with the Bankoperation of such assets; (iik) Liens for taxes not yet duegranted or arising on joint venture and partnership interests in favor of such joint ventures or partnerships or the other partners or owners thereof on New Valero's or its Subsidiaries' interests therein, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedon the assets of such partnerships or joint ventures, to secure payments or other obligations due to such partnerships or joint ventures or the other partners or owners thereof with respect to the business of such partnerships or joint ventures; (iiil) Except Mechanics' and materialmens' liens or any lien or charge in connection with workmens' compensation, unemployment insurance or other social security or old age pension obligations or deposits in connection therewith, including obligations under ERISA; good faith deposits in connection with tenders or leases of real estate, bids or contracts; deposits to secure public or statutory obligations or to secure or in lieu of surety bonds; (m) Liens securing judgments or orders for the payment of money, or surety or appeal bonds with respect to any such judgments or order, in an aggregate amount not exceeding $25,000,000, so long as hereinafter set forthno Event of Default exists with respect thereto under Section 8.01(j); (n) Liens on property of a Subsidiary to secure obligations of such Subsidiary to New Valero or to another Subsidiary; provided however, that the obligations so secured may not be assigned, sold or otherwise transferred to a Person other than New Valero or another Subsidiary unless such Liens are otherwise permitted hereunder; provided further that any Lien on property of a non-Partnership Subsidiary to secure obligations of such non-Partnership Subsidiary to a Partnership Subsidiary shall not constitute a Lien permitted by this clause (n); (o) Rights reserved to or vested in, or obligations or duties owed to, any governmental or public authority or railroad or utility by the terms of any right, power, franchise, grant, license, permit or provision of law; and any easement, right-of-way, mineral lease or other agreement relating to the exploration, development, production or other exploitation of mining, oil, gas, timber or other natural resources, exception or reservation in respect any property of New Valero or any Subsidiary granted or reserved in any property of New Valero or any Subsidiary which do not materially impair the use of the property of New Valero and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of New Valero and its Subsidiaries; (p) Liens and encumbrances (other than those securing Debt or Derivative Obligations) existing upon property or assets rights in or relating thereto, including rights of tenants in common or other common owners; zoning, planning, environmental laws and ordinances and governmental regulations; and minor defects or irregularities in or encumbrances on the titles to properties which in the aggregate do not materially impair the use of the Borrower property of New Valero and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of New Valero and its Subsidiaries; (q) Liens on cash, cash equivalents, options or futures positions and other account holdings securing Derivatives Obligations or otherwise incurred in connection with margin accounts with brokerage or commodities firms; provided that the Guarantor imposed by law, which were incurred aggregate amount of assets subject to such Liens shall at no time exceed $60,000,000; (r) Liens arising in connection with statutory or contractual set-off provisions granted or arising in the ordinary course of businessbusiness in favor of banks, such as carriers’, warehousemen’s and mechanics’ liens and brokers or other similar creditors; (s) Liens arising in the ordinary course of businessits business which (i) do not secure Debt or Derivatives Obligations, (ii) do not to exceed secure any obligation in an amount exceeding $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, 25,000,000 and (xiii) which do not in the aggregate materially detract from the value of such property or its assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislationits business; and (viiit) Liens not otherwise permitted under by the Credit Agreementforegoing clauses of this Section securing Debt in an aggregate principal or face amount at any date not to exceed 5% of Consolidated Net Worth.

Negative Pledge; Liens. The Borrower and the Guarantor will Company shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of its properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in favor the ordinary course of business and not in connection with the Bankborrowing of money; provided, however, that in each case, the obligation secured thereby shall not be overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Company; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchaser, unreasonably jeopardized thereby; (ii) Liens for taxes not yet duesecuring the payments of taxes, assessments and governmental charges or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yb) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Company shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such LienBusiness; (iii) Liens listed on the Permitted Encumbrances Schedule attached hereto as Schedule 7.2(b); (iv) extensions, renewals and replacements of Liens referred to in existence on the date hereof which are listedclauses (i) through (iii) of this Section 7.2(b); provided, and however, that any such extension, renewal or replacement Lien shall be limited to the property subject thereto described in Exhibit Cor assets covered by the Lien extended, with an indication therein renewed or replaced and that the obligations secured by any such Liens are “Permitted Liens” hereunderextension, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such renewal or replacement Lien shall cease to be a Permitted in an amount not greater than the amount of the obligations secured by the Lien after the expiration of such time periodextended, renewed or replaced; (v) Permitted Encumbrances;Liens granted in connection with and securing the Senior Financing; and (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits granted in connection with worker’s compensation, unemployment insurance and other social security legislation; and (viii) Liens Capital Leases permitted under the Credit Agreementhereunder.

Negative Pledge; Liens. The Borrower and None of the Guarantor will not Loan Parties shall create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens created in favor of connection with the BankSenior Debt and the Purchase Documents; (ii) Liens for taxes or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not yet duein connection with the borrowing of money; provided, or Liens for taxes however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Loan Parties as the case may be; and provided, further, that the Lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of the Agent, unreasonably jeopardized thereby; (iii) Except as hereinafter set forthLiens securing the payments of taxes, Liens in respect of property assessments and governmental charges or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, or (b) are being contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Loan Parties shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business; (iv) Liens listed on the Permitted Encumbrances Schedule attached hereto as carriers’Schedule 7.2(b); (v) Liens constituting encumbrances in the nature of reservations, warehousemen’s and mechanics’ liens exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate, provided that any such Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets Real Estate or materially impair the interfere with its use thereof in the operation ordinary conduct of a Loan Party’s business; (vi) Liens which secure Capitalized Leases or constitute purchase money Liens on Equipment acquired in the ordinary course of the business with respect solely to Indebtedness permitted under Section 7.2(a)(vi); (vii) Liens arising from judgments and attachments in connection with court proceedings not in excess of $250,000, provided that the Borrower attachment or the Guarantor or (y) which enforcement of such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, which proceedings adequate financial reserves have been established on the effect of preventing the forfeiture or sale of the applicable Loan Party’s books and records in accordance with GAAP, no material property or assets is subject to any such Lien; (iv) Liens a material risk of loss or forfeiture, the claims in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that respect of such Liens are “Permitted Liens” hereunderfully covered by insurance (subject to ordinary and customary deductibles), provided that if and a stay of execution pending appeal or proceeding for review is in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislationeffect; and (viii) extensions, renewals and replacements of Liens permitted under referred to in clauses (i) through (vii) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the Credit Agreementproperty or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced.

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:"PERMITTED LIENS"): (i) Liens created in favor of connection with the BankSecurity Documents; (ii) Liens for taxes not yet due, or created in connection with the GMAC Financing which are subject to the terms of the Intercreditor Agreement; (iii) Liens for taxes or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic's, warehousemen's, attorneys' and statutory landlords' Liens) and deposits and pledges incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Loan Parties as the case may be; and provided, further, that the Lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Agent, unreasonably jeopardized thereby; (iiiiv) Except as hereinafter set forth, Liens in respect securing the payments of property or assets of the Borrower or the Guarantor imposed by law, which were Charges incurred in the ordinary course of businessbusiness that either (A) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yB) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Loan Parties shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to Business; provided, however, that a stay of enforcement of any such Lien; (iv) Liens Lien is in existence on the date hereof which are listed, effect and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any priority status of the Lien is listed as being a Permitted Lien only for a designated time period, such Lien of Agent under the Security Documents shall cease to not be a Permitted Lien after the expiration of such time periodaffected thereby; (v) Permitted EncumbrancesLiens securing Capitalized Leases and purchase money Indebtedness permitted under Section 7.2(a) (which attach solely to the assets being leased or purchased); (vi) Liens created pursuant securing Indebtedness permitted under Section 7.2 (a) which attach solely to the Security Instrumentsapplicable insurance policies and proceeds thereof; (vii) Utility deposits Liens securing Indebtedness permitted under Section 7.2 (a) which attach solely to the relevant real property and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; andimprovements; (viii) Liens permitted listed on the "PERMITTED ENCUMBRANCES SCHEDULE" attached hereto as Schedule 7.2(b); and (ix) Extensions, renewals and replacements of Liens referred to in clauses (i), (ii), (v), (vi), (vii), (viii) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced at the time of such extension, renewal or replacement; (x) Liens of any licensor or licensee in connection with license agreements entered into in the ordinary course of business, which such Liens do not constitute security interests in any assets of any Loan Party; (xi) any Lien or encumbrance, UCC financing statement, interest or title of a lessor under any operating lease entered into in the Credit Agreementordinary course of business, or any interest or title of any lessee under any leases or subleases of real property, with respect solely to the leased property and not to any other Collateral; (xii) with respect solely to real property, defects and irregularities in title, survey exceptions, encumbrances, licenses, covenants, restrictions, easements or reservations of others for rights-of-way, roads, pipelines, railroad crossings, services, utilities or other similar purposes; outstanding mineral rights or reservations (including rights with respect to the removal of material resources) which do not materially diminish the value of the surface estate, assuming usage of such surface estate similar to that being carried on by any Person as of the effective date, and Liens arising with respect to zoning restrictions, licenses, covenants, building restrictions and other similar charges or encumbrances on the use of real property of such Person which do not materially interfere with the ordinary conduct of such Person's business; (xiii) Liens on any interest in life insurance on any officer, director or employee; (xiv) Liens incurred or pledges and deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, pensions or other types of social security benefits, or to secure the performance of statutory obligations or to secure the performance of bids, tenders, sales and contracts (other than for the repayment of borrowed money) and Liens incurred to secure any surety bonds, appeal bonds, supersedeas bonds or other instruments serving a similar purpose in connection with the appeal of any judgment or defense of any claim relating to a prejudgment Lien; (xv) Liens consisting of financing statements or similar notices filed by a Person of a type listed in Section 9-505 of the UCC solely in such capacity; and (xvi) Liens consisting of judgments or attachments that would not constitute an Event of Default under Section 8.1(j).

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ Liens) and deposits, pledges incurred in favor the ordinary course of business and not in connection with the Bankborrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Loan Parties as the case may be; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchaser, unreasonably jeopardized thereby; (ii) Liens for taxes not yet duesecuring the payments of taxes, assessments and governmental charges or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yb) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Loan Parties shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such LienBusiness; (iii) Liens listed on the “Permitted Encumbrances Schedule” attached hereto as Schedule 7.2(b); (iv) Liens in existence on granted pursuant to the date hereof which are listed, Termination and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period;Release Agreement; and (v) Permitted Encumbrances; Extensions, renewals and replacements of Liens referred to in clauses (vii) Liens created pursuant through (iv) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the Security Instruments; (vii) Utility deposits property or assets covered by the Lien extended, renewed or replaced and pledges that the obligations secured by any such extension, renewal or deposits replacement Lien shall be in connection with worker’s compensationan amount not greater than the amount of the obligations secured by the Lien extended, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit Agreementrenewed or replaced.

Negative Pledge; Liens. The Borrower and the Guarantor will not createCreate, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, carriers’, attorneys’ and statutory landlords’ liens) and deposits, pledges or Liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in favor the ordinary course of business and not in connection with the borrowing of money; provided that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Loan Parties as the case may be; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of the BankAgent (utilizing its commercially reasonable discretion in good faith), unreasonably jeopardized thereby; (ii) Liens for taxes not yet duesecuring the payments of taxes, assessments and governmental charges or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or that either (y) which are not delinquent, or (z) are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Loan Parties shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such LienBusiness; (iii) Liens listed on the Permitted Lien Schedule attached hereto as Schedule 7.2(b); (iv) subject to the limitations set forth in Section 7.2(a), Liens arising in existence on the date hereof which are listed, connection with purchase money Indebtedness and Capitalized Leases (and attaching only to the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunderbeing acquired or leased), provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease attaches to be a Permitted Lien after such property within sixty (60) days of the expiration of such time periodacquisition thereof and attaches solely to the property so acquired; (v) Permitted Encumbrancesextensions, renewals, replacements or refinancings of Liens referred to in clauses (i) through (iv) of this Section 7.2(b); provided that any such extension, renewal, replacement or refinanced Lien shall be limited to the property or assets covered by the Lien extended, renewed, replaced or refinanced and that the obligations secured by any such extension, renewal, replacement or refinancing Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed, replaced or refinanced; (vi) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar Liens created pursuant to not interfering in any material respect with the Security Instrumentsordinary conduct of the business of the Loan Parties; (vii) Utility deposits and pledges or deposits customary rights of set-off in connection with worker’s compensation, unemployment insurance and other social security legislation; andfavor of banks; (viii) any interest or title of a licensor, sublicensor, lessor, or sublessor in the property covered by any license or lease agreement of any Loan Party not otherwise prohibited hereunder; (ix) attachments and judgment Liens permitted not otherwise constituting an Event of Default; (x) Liens on property in existence at the time of any Permitted Acquisition, so long as it is a Permitted Lien and is not created in connection with a Permitted Acquisition; or (xi) Liens granted or created under the Credit AgreementTransaction Documents.

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:"Permitted Liens"): (i) Liens created in connection with the Purchase Documents or otherwise arising in favor of Agent, for the Bankbenefit of the Purchasers; (ii) Liens for taxes not yet duecreated in connection with the Senior Financing, or which Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedPurchaser has subordinated to on terms of the Senior Subordination Agreement; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by lawlaw for taxes, which were incurred in the ordinary course assessments or charges of business, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, any Governmental Authority for claims not to exceed $10,000,000 as to the Borrower, the Guarantor yet due or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, proceedings and with respect to which proceedings have adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the effect satisfaction of preventing the forfeiture or sale of the property or assets subject to any such LienAgent in its Permitted Discretion; (ivi) statutory Liens of landlords, and of carriers, warehousemen, mechanics and/or materialmen, and (ii) other Liens imposed by law or that arise by operation of law in existence on the ordinary course of business from the date hereof of creation thereof, in each case of the foregoing clauses (i) and (ii) only for amounts not yet due or which are listed, being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the property subject thereto described satisfaction of Agent in Exhibit C, with an indication therein that such Liens are “its Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time periodDiscretion; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with worker’s workers' compensation, unemployment insurance and other types of social security legislationbenefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations which are not delinquent for more than 90 days or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person to the satisfaction of Agent in its Permitted Discretion; (vi) purchase money Liens securing Indebtedness permitted under Section 7.2(a)(v) and Liens arising under Capital Leases permitted under Section 7.2(a)(vi), in each case to the extent such Liens attach only to the subject Property; (vii) any attachment or judgment Lien not otherwise constituting an Event of Default; (viii) easements, rights of way, restrictions, zoning ordinances, reservations, covenants and other similar charges, title exceptions or encumbrances relating to real property of the Loan Parties that do not interfere in any material respect with the ordinary conduct of the Business of the Loan Parties or result in material diminution in value of the Collateral; and (viiiix) Liens permitted under listed on the Credit AgreementPermitted Encumbrances Schedule attached hereto as Schedule 7.2(b).

Negative Pledge; Liens. The Borrower Loan Parties shall not, and the Guarantor will shall not cause or permit any other Middleby Company to, create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens created in connection with the Senior Financing and Liens securing Hedging Obligations in favor of the BankSenior Lender or Affiliates thereof, which Liens Purchaser will subordinate to on terms that are reasonably acceptable to Purchaser; (ii) Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were incurred in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of businessbusiness (such as (i) Liens of carriers, not to exceed $10,000,000 as to the Borrowerwarehousemen, the Guarantor or their subsidiaries in the aggregatelandlords, mechanics, repairmen and materialmen and other similar Liens imposed by law and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (ivii) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits incurred in connection with worker’s compensation, unemployment insurance compensation and other types of social security legislation(excluding Liens arising under ERISA) or in connection with leases, surety bonds, bids, performance bonds and similar obligations) for sums not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings and not involving any deposits (other than deposits made to secure surety bonds, bids, performance bonds, trade contracts entered into in the ordinary course of business, leases not prohibited hereunder and other obligations of a similar nature incurred in the ordinary course of business and deposits permitted by Section 7(h)(vi), but excluding bonds of the types described in subsection (xiii) below) or advances or borrowed money or the deferred purchase price of property or services, and, in each case, for which it maintains adequate reserves; (iii) Liens for taxes or other governmental charges not at the time delinquent or being contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves; (iv) Liens listed on the Permitted Encumbrances Schedule attached hereto as Schedule 7.2(b) and Liens securing refinancings, refunds, renewals, replacements or extensions of the Indebtedness originally secured by such Lien, provided that the amount of Indebtedness secured thereby is not increased; (v) Subject to the limitations set forth in Section 7.2(a)(vi), (i) Liens existing on property at the time of the acquisition thereof by the Company or any Subsidiary (and not created in contemplation of such acquisition) and (ii) Liens that constitute purchase money security interests on any property securing Indebtedness incurred for the purpose of financing all or any part of the cost of acquiring such property; andprovided that any such Lien attaches to such property with 60 days of the acquisition thereof and such Lien attaches solely to the property so acquired; (vi) Subject to the limitations set forth in Section 7.2(a)(vi), Liens securing obligations in respect of Capitalized Leases on assets subject to such leases, provided that such Capitalized Leases are otherwise permitted hereunder; (vii) leases, subleases, encroachments, subdivisions, easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of the business of the Company or any Subsidiary; (viii) Liens in favor of the Agent or any Purchaser arising under or pursuant to this Agreement; (ix) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (x) Licenses of patents, trademarks, or other intellectual property rights granted in the ordinary course of business; (xi) Any interest or title or a lessor, licensor or sublessor under any lease or license entered into in the ordinary course of business and covering only the assets so leased or licensed; (xii) Extensions, renewals and replacements of Liens referred to in clauses (i) through (xiii) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (xiii) Attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $625,000 in the aggregate arising in connection with court proceedings, provided the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being actively contested in good faith and by appropriate proceedings; and (xiv) Liens not otherwise permitted under by this Section 7.2(b) so long as the Credit Agreementaggregate outstanding principal amount of the obligations secured thereby does not exceed $125,000.

Negative Pledge; Liens. The Borrower and None of the Guarantor will not Loan Parties shall create, ---------------------- incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:"Permitted Liens"): (i) Liens created in favor of connection with the BankSenior Debt and the Purchase Documents; (ii) Liens for taxes or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic's, warehousemen's, attorneys' and statutory landlords' liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not yet duein connection with the borrowing of money; provided, or Liens for taxes however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Loan Parties as the case may be; and provided, further, that the Lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of the Agent, unreasonably jeopardized thereby; (iii) Except as hereinafter set forthLiens securing the payments of taxes, Liens in respect of property assessments and governmental charges or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, or (b) are being contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Loan Parties shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business; (iv) Liens listed on the Permitted Encumbrances Schedule attached hereto as carriers’Schedule 7.2(b); ---------------- (v) Liens constituting encumbrances in the nature of reservations, warehousemen’s and mechanics’ liens exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate, provided that any such Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets Real Estate or materially impair the interfere with its use thereof in the operation ordinary conduct of a Loan Party's business; (vi) Liens which secure Capitalized Leases or constitute purchase money Liens on Equipment acquired in the ordinary course of the business with respect solely to Indebtedness permitted under Section 7.2(a)(vi); (vii) Liens arising from judgments and attachments in connection with court proceedings, provided that the attachment or enforcement of the Borrower or the Guarantor or (y) which such Liens would not result in an Event of Default hereunder and such Liens are being contested in good faith by appropriate proceedings, which proceedings adequate financial reserves have been established on the effect of preventing the forfeiture or sale of the applicable Loan Party's books and records in accordance with GAAP, no material property or assets is subject to any such Lien; (iv) Liens a material risk of loss or forfeiture, the claims in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that respect of such Liens are “Permitted Liens” hereunderfully covered by insurance (subject to ordinary and customary deductibles), provided that if and a stay of execution pending appeal or proceeding for review is in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislationeffect; and (viii) extensions, renewals and replacements of Liens permitted under referred to in clauses (i) through (vii) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the Credit Agreementproperty or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced.

Negative Pledge; Liens. The Borrower and the Guarantor and their ---------------------- Subsidiaries will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statutestatute or enter into any agreement containing a negative pledge other than this Agreement and the Credit Agreement, that certain Amended and Restated Letter of Credit, Reimbursement and Guaranty Agreement dated as of October 18, 1999 among Xxxxxx Engineering Company, Inc.; CIRCOR International, Inc. and First Union National Bank and those certain Note Purchase Agreements aggregating approximately $75 million of 8.23% Senior Notes due October 18, 2006; provided that the provisions of this Section 7.1 shall not prevent the creation, incurrence, assumption or existence of: (i) Liens in favor of the Bank; (ii) Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were incurred in the ordinary course of business, such as carriers’', warehousemen’s 's and mechanics’ ' liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or and their subsidiaries Subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “"Permitted Liens” " hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments;; and (vii) Utility deposits and pledges or deposits in connection with worker’s 's compensation, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit Agreement.;

Negative Pledge; Liens. The Borrower and the Guarantor will Synodys Companies shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ Liens) and deposits and pledges incurred in favor the ordinary course of business and not in connection with the Bankborrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Synodys Companies as the case may be; and provided, further, that the Lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchasers, unreasonably jeopardized thereby; (ii) Liens for taxes not yet duesecuring the payments of taxes, assessments and governmental charges or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yb) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Synodys Companies shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such LienBusiness; (iii) Liens listed on the “Permitted Encumbrances Schedule” attached hereto as Schedule 7.2(b); (iv) Liens in existence on granted pursuant to the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time periodBNP Agreement; (v) Permitted Encumbrances;Liens in favor of a provider of a Hedge Agreement; and (vi) Extensions, renewals and replacements of Liens created pursuant referred to in clauses (i) through (v) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the Security Instruments; (vii) Utility deposits property or assets covered by the Lien extended, renewed or replaced and pledges that the obligations secured by any such extension, renewal or deposits replacement Lien shall be in connection with worker’s compensationan amount not greater than the amount of the obligations secured by the Lien extended, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit Agreementrenewed or replaced.

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:"Permitted Liens"): (i) Liens in favor of the Bankgranted to Agent; (ii) Liens for taxes granted to the Revolving Financing Lender and senior in priority to Agent's Liens as set forth in the Intercreditor Agreement; (iii) purchase money Liens securing Permitted Indebtedness described in clause (v) of Section 7.2(a) above so long as such Liens do not yet due, secure any other Indebtedness or encumber any property beyond that acquired with the proceeds of such Permitted Indebtedness; (iv) Liens for taxes or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic's, warehousemen's, attorneys' and statutory landlords' liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Loan Parties as the case may be; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchaser, unreasonably jeopardized thereby; (iiiv) Except as hereinafter set forthLiens securing the payments of taxes, Liens in respect of property assessments and governmental charges or assets of the Borrower or the Guarantor imposed by law, which were levies incurred in the ordinary course of businessbusiness that either (a) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yb) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Loan Parties shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances;Business; 38 (vi) Liens created pursuant listed on the Permitted Liens Schedule attached hereto as Schedule 7.2(b) and designated as Senior Permitted Liens (together with Liens referred to the Security Instrumentsin clauses (ii) through (v) above, "Senior Permitted Liens"); (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and Liens other social security legislation; andthan Senior Permitted Liens granted to the Revolving Financing Lender pursuant to the Revolving Credit Agreement; (viii) Liens permitted under other than Senior Permitted Liens listed on the Credit AgreementPermitted Liens Schedule attached hereto as Schedule 7.2(b); (ix) Liens in effect on the date of this Agreement securing Permitted Indebtedness described in clause (iv) of Section 7.2(a) above; (x) extensions, renewals and replacements of Liens referred to in clauses (i) through (ix) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced.

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets of any kind, except the following (real or personalcollectively, tangible or intangible“Permitted Liens”): (a) constituting Liens created in connection with the Project or sell any such property or assets Loan Documents; (b) Liens created in connection with the Note Purchase Documents which are subordinate and junior to the Liens of Agent and the Lenders and are subject to an understanding the terms of the Intercreditor Agreement; (c) Liens for or agreement, contingent priority claims imposed by law that are incidental to the conduct of business or otherwise, to repurchase such property or the ownership of properties and assets (including sales mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ Liens) and deposits and pledges incurred in the ordinary course of accounts receivable business and not in connection with recourse to the Borrower or borrowing of money; provided, however, that in each case, the Guarantor)obligation secured is not overdue, or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationor, incurrenceif overdue, assumption or existence of: (i) Liens in favor of the Bank; (ii) Liens for taxes not yet due, or Liens for taxes is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Loan Parties as the case may be; and provided, further, that the Lien and security interest provided in the Loan Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Agent, unreasonably jeopardized thereby; (iiid) Except as hereinafter set forth, Liens in respect securing the payments of property or assets of the Borrower or the Guarantor imposed by law, which were Charges incurred in the ordinary course of businessbusiness that either (A) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yB) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Loan Parties shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business; provided, however, that a stay of enforcement of any such Lien is in effect and the first priority status of the Lien of Agent under the Loan Documents shall not be affected thereby; (e) Liens securing Capital Leases, purchase money Indebtedness permitted under Section 5.2(A)(d) and Indebtedness incurred in connection with a Permitted Sale/Leaseback, in either case which proceedings have attach solely to the effect assets being leased or purchased; (f) Liens securing Indebtedness permitted under Section 5.2(A)(i) which attach solely to the applicable insurance policies and proceeds thereof; (g) Liens securing Indebtedness permitted under Section 5.2(A)(k) which attach solely to the relevant real property and improvements; (h) Liens listed on the “Permitted Liens Schedule” attached hereto as Schedule 5.2(B); and (i) Extensions, renewals and replacements of preventing the forfeiture Liens referred to in clauses (a), (b), (e), (g) or sale (j) of this Section 5.2(B); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets subject to covered by the Lien extended, renewed or replaced and that the obligations secured by any such Lienextension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced at the time of such extension, renewal or replacement; (ivj) Liens of any licensor or licensee in existence on connection with license agreements entered into in the date hereof ordinary course of business, which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if do not constitute security interests in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration assets of such time periodany Loan Party; (vk) Permitted Encumbrancesany Lien or encumbrance, UCC financing statement, interest or title of a lessor under any operating lease entered into in the ordinary course of business, or any interest or title of any lessee under any leases or subleases of real property, with respect solely to the leased property and not to any other Collateral; (vil) Liens created pursuant with respect solely to real property, defects and irregularities in title, survey exceptions, encumbrances, licenses, covenants, restrictions, easements or reservations of others for rights-of-way, roads, pipelines, railroad crossings, services, utilities or other similar purposes; outstanding mineral rights or reservations (including rights with respect to the Security Instrumentsremoval of material resources) which do not materially diminish the value of the surface estate, assuming usage of such surface estate similar to that being carried on by any Person as of the effective date, and Liens arising with respect to zoning restrictions, licenses, covenants, building restrictions and other similar charges or encumbrances on the use of real property of such Person which do not materially interfere with the ordinary conduct of such Person’s business; (viim) Utility Liens on any interest in life insurance on any officer, director or employee; (n) Liens incurred or pledges and deposits and pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance and insurance, pensions or other types of social security legislationbenefits, or to secure the performance of statutory obligations or to secure the performance of bids, tenders, sales and contracts (other than for the repayment of borrowed money) and Liens incurred to secure any surety bonds, appeal bonds, supersedeas bonds or other instruments serving a similar purpose in connection with the appeal of any judgment or defense of any claim relating to a prejudgment Lien; (o) Liens consisting of financing statements or similar notices filed by a Person of a type listed in Section 9-505 of the UCC solely in such capacity; and (viiip) Liens permitted consisting of judgments or attachments that would not constitute an Event of Default under the Credit AgreementSection 7.1(J).

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties (other than ACE Funding) shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:"Permitted Liens"): (i) Liens in favor of created pursuant to the BankRevolving Financing and the Travelers Documents; (ii) Liens for taxes not yet due, or Liens for taxes being contested in good faith and priority claims imposed by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect law that are incidental to the conduct of property or assets of the Borrower business or the Guarantor imposed by law, which were incurred in the ordinary course ownership of business, such as carriers’properties and assets (including mechanic's, warehousemen’s 's, attorneys' and mechanics’ constitutional, statutory and contractual landlords' liens and other similar Liens arising in the ordinary course which secure Indebtedness that are not overdue for a period of business, not to exceed $10,000,000 as to the Borrower, the Guarantor more than 90 days or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, except as set forth hereinabove, the obligation secured is not more than 15 days overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Loan Parties (other than ACE Funding) as the case may be; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchaser, unreasonably jeopardized thereby; (iii) Liens securing the payments of taxes, assessments and governmental charges or levies incurred in the ordinary course of business that either (A) are not delinquent, or (B) are being contested in good faith by appropriate legal or administrative proceedings and as to which proceedings adequate reserves have been set aside on their books, and so long as during the effect period of preventing any such contest, the forfeiture Loan Parties (other than ACE Funding) shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to any such LienBusiness; (iv) Liens in existence listed on Schedule 7.2(b) attached hereto (the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “"Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time periodEncumbrances Schedule"); (v) Permitted Encumbrancesextensions, renewals and replacements of Liens referred to in clauses (i) through (iv) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced; (vi) Liens created pursuant to in favor of the Security InstrumentsCollateral Agent in accordance with the Collateral Agency Agreement; (vii) Utility deposits Liens securing the performance of bids, tenders, leases, contracts (other than the repayment of borrowed money), statutory obligations, surety, customs and pledges or deposits in connection with worker’s compensation, unemployment insurance appeal bonds and other social security legislationobligations of like nature, incurred as an incident to and in the ordinary course of business of the Loan Parties; and (viii) Liens (including any Capitalized Leases) originally created to secure payment of a portion of the purchase price or construction costs, as the case may be, relating to any real property or equipment or any interest therein, upon such real property, equipment (including furniture and fixtures) or interest therein; provided, that, (A) the outstanding principal Indebtedness secured by such Lien does not exceed 100% of the purchase price actually paid by the Loan Parties (other than ACE Funding) (or in the case of a Capitalized Lease, by the owner) for the real property or equipment or interest therein (which is encumbered by such Lien, and/or the construction costs actually incurred by the Loan Parties (other than ACE Funding) with respect to the improvements thereto, as the case may be, (B) the Indebtedness secured by any such Lien (including, in the case of any Capitalized Lease, the Indebtedness related thereto) is permitted under by this Agreement, and (C) any such Lien does not encumber 49 any other asset at any time owned by the Credit AgreementLoan Parties (other than ACE Funding).

Negative Pledge; Liens. The Borrower and the Guarantor Neither Old Valero nor any Subsidiary will not create, incur, assume or suffer to exist any Lien upon on any asset now owned or hereafter acquired by it, except for: (a) Liens existing on the date of this Agreement securing Debt outstanding on the date of this Agreement in an aggregate principal or face amount not exceeding $585,000,000; (b) any Lien existing on any asset of any Person at the time such Person becomes a Subsidiary; (c) any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with respect to or within 90 days after the acquisition thereof; (d) any property Lien on any asset of any Person existing at the time such Person is merged or assets consolidated with or into Old Valero or a Subsidiary; (real or personal, tangible or intangiblee) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse Lien existing on any asset prior to the Borrower acquisition thereof by Old Valero or a Subsidiary; (f) any Lien arising out of refinancing, extending, renewing or refunding (or successively refinancing, extending, renewing or refunding) any Debt secured by any Lien permitted by any of the Guarantor)foregoing clauses of this Section, or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the principal amount of such Debt is not increased and such Debt is not secured by any additional assets; (g) any Lien on property constituting substitutions or replacements for, or additions or accessions to, property of Old Valero or a Subsidiary and created pursuant to after-acquired property provisions of this Section 7.1 shall any Lien otherwise permitted by any of the foregoing clauses; (h) Liens for or in connection with taxes or assessments, governmental charges and similar charges not prevent the creationdelinquent or being contested in good faith by appropriate proceedings, incurrence, assumption or existence of:including deposits as security in connection therewith; (i) Liens reserved in or arising under leases constituting "DEBT" as described in clause (ii) of the definition thereof, or reserved in or arising under licenses, permits or operating leases for rent or other charges or to secure the performance of obligations thereunder; (j) Liens granted or arising in favor of an operator on assets subject to joint operations to secure payments or other obligations due such operator in connection with the Bankoperation of such assets; (iik) Liens for taxes not yet duegranted or arising on joint venture and partnership interests in favor of such joint ventures or partnerships or the other partners or owners thereof on Old Valero or its Subsidiaries' interests therein, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedon the assets of such partnerships or joint ventures, to secure payments or other obligations due to such partnerships or joint ventures or the other partners or owners thereof with respect to the business of such partnerships or joint ventures; (iiil) Except Mechanics' and materialmens' liens or any lien or charge in connection with workmens' compensation, unemployment insurance or other social security or old age pension obligations or deposits in connection therewith, including obligations under ERISA; good faith deposits in connection with tenders or leases of real estate, bids or contracts; deposits to secure public or statutory obligations or to secure or in lieu of surety bonds; (m) Liens securing judgments or orders for the payment of money, or surety or appeal bonds with respect to any such judgments or order, in an aggregate amount not exceeding $25,000,000, so long as hereinafter set forthno Event of Default exists with respect thereto under Section 8.01(j); (n) Liens on property of a Subsidiary to secure obligations of such Subsidiary to Old Valero or to another Subsidiary; provided however, that the obligations so secured may not be assigned, sold or otherwise transferred to a Person other than Old Valero or another Subsidiary unless such Liens are otherwise permitted hereunder; provided further that any Lien on property of a non-Partnership Subsidiary to secure obligations of such non-Partnership Subsidiary to a Partnership Subsidiary shall not constitute a Lien permitted by this clause (n); (o) Rights reserved to or vested in, or obligations or duties owed to, any governmental or public authority or railroad or utility by the terms of any right, power, franchise, grant, license, permit or provision of law; and any easement, right-of-way, mineral lease or other agreement relating to the exploration, development, production or other exploitation of mining, oil, gas, timber or other natural resources, exception or reservation in respect any property of Old Valero or any Subsidiary granted or reserved in any property of Old Valero or any Subsidiary which do not materially impair the use of the property of Old Valero and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of Old Valero and its Subsidiaries; (p) Liens and encumbrances (other than those securing Debt or Derivative Obligations) existing upon property or assets rights in or relating thereto, including rights of tenants in common or other common owners; zoning, planning, environmental laws and ordinances and governmental regulations; and minor defects or irregularities in or encumbrances on the titles to properties which in the aggregate do not materially impair the use of the Borrower property of Old Valero and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of Old Valero and its Subsidiaries; (q) Liens on cash, cash equivalents, options or futures positions and other account holdings securing Derivatives Obligations or otherwise incurred in connection with margin accounts with brokerage or commodities firms; provided that the Guarantor imposed by law, which were incurred aggregate amount of assets subject to such Liens shall at no time exceed $60,000,000; (r) Liens arising in connection with statutory or contractual set-off provisions granted or arising in the ordinary course of businessbusiness in favor of banks, such as carriers’, warehousemen’s and mechanics’ liens and brokers or other similar creditors; (s) Liens arising in the ordinary course of businessits business which (i) do not secure Debt or Derivatives Obligations, (ii) do not to exceed secure any obligation in an amount exceeding $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, 25,000,000 and (xiii) which do not in the aggregate materially detract from the value of such property or its assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges or deposits in connection with worker’s compensation, unemployment insurance and other social security legislationits business; and (viiit) Liens not otherwise permitted under by the Credit Agreementforegoing clauses of this Section securing Debt in an aggregate principal or face amount at any date not to exceed 5% of Consolidated Net Worth.

Negative Pledge; Liens. The Borrower and the Guarantor and their ---------------------- Subsidiaries will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statutestatute or enter into any agreement containing a negative pledge other than this Agreement and the Credit Agreement, that certain Amended and Restated Letter of Credit, Reimbursement and Guaranty Agreement dated as of October 18, 1999 among Xxxxxx Controls, Inc.; CIRCOR International, Inc. and First Union National Bank and those certain Note Purchase Agreements aggregating approximately $75 million of 8.23% Senior Notes due October 18, 2006; provided that the provisions of this Section 7.1 shall not prevent the creation, incurrence, assumption or existence of: (i) Liens in favor of the Bank; (ii) Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (iii) Except as hereinafter set forth, Liens in respect of property or assets of the Borrower or the Guarantor imposed by law, which were incurred in the ordinary course of business, such as carriers’', warehousemen’s 's and mechanics’ ' liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or and their subsidiaries Subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien; (iv) Liens in existence on the date hereof which are listed, and the property subject thereto described in Exhibit C, with an indication --------- therein that such Liens are “"Permitted Liens” " hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a --------- designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period; (v) Permitted Encumbrances; (vi) Liens created pursuant to the Security Instruments;; and (vii) Utility deposits and pledges or deposits in connection with worker’s 's compensation, unemployment insurance and other social security legislation; and (viii) Liens permitted under the Credit Agreement.;

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets of any kind, except the following (real or personalcollectively, tangible or intangible"Permitted Liens"): (a) constituting Liens created in connection with the Project or sell any such property or assets Loan Documents; (b) Liens created in connection with the Note Purchase Documents which are subordinate and junior to the Liens of Agent and the Lenders and are subject to an understanding the terms of the Intercreditor Agreement; (c) Liens for or agreement, contingent priority claims imposed by law that are incidental to the conduct of business or otherwise, to repurchase such property or the ownership of properties and assets (including sales mechanic's, warehousemen's, attorneys' and statutory landlords' Liens) and deposits and pledges incurred in the ordinary course of accounts receivable business and not in connection with recourse to the Borrower or borrowing of money; provided, however, that in each case, the Guarantor)obligation secured is not overdue, or assign any right to receive income or permit the filing of any financing statement under the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationor, incurrenceif overdue, assumption or existence of: (i) Liens in favor of the Bank; (ii) Liens for taxes not yet due, or Liens for taxes is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Loan Parties as the case may be; and provided, further, that the Lien and security interest provided in the Loan Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Agent, unreasonably jeopardized thereby; (iiid) Except as hereinafter set forth, Liens in respect securing the payments of property or assets of the Borrower or the Guarantor imposed by law, which were Charges incurred in the ordinary course of businessbusiness that either (A) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yB) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Loan Parties shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business; provided, however, that a stay of enforcement of any such Lien is in effect and the first priority status of the Lien of Agent under the Loan Documents shall not be affected thereby; (e) Liens securing Capital Leases and purchase money Indebtedness permitted under Section 5.2(A)(d) which proceedings have attach solely to the effect assets being leased or purchased; (f) Liens securing Indebtedness permitted under Section 5.2(A)(i) which attach solely to the applicable insurance policies and proceeds thereof; (g) Liens securing Indebtedness permitted under Section 5.2(A)(k) which attach solely to the relevant real property and improvements; (h) Liens listed on the "Permitted Liens Schedule" attached hereto as Schedule 5.2(B); and (i) Extensions, renewals and replacements of preventing the forfeiture Liens referred to in clauses (a), (b), (e), (g) or sale (j) of this Section 5.2(B); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets subject covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced at the time of such extension, renewal or replacement; (j) Liens of any licensor or licensee in connection with license agreements entered into in the ordinary course of business, which such Liens do not constitute security interests in any assets of any Loan Party; (k) any Lien or encumbrance, UCC financing statement, interest or title of a lessor under any operating lease entered into in the ordinary course of business, or any interest or title of any lessee under any leases or subleases of real property, with respect solely to the leased property and not to any other Collateral; (l) with respect solely to real property, defects and irregularities in title, survey exceptions, encumbrances, licenses, covenants, restrictions, easements or reservations of others for rights-of-way, roads, pipelines, railroad crossings, services, utilities or other similar purposes; outstanding mineral rights or reservations (including rights with respect to the removal of material resources) which do not materially diminish the value of the surface estate, assuming usage of such surface estate similar to that being carried on by any Person as of the effective date, and Liens arising with respect to zoning restrictions, licenses, covenants, building restrictions and other similar charges or encumbrances on the use of real property of such Person which do not materially interfere with the ordinary conduct of such Person's business; (m) Liens on any interest in life insurance on any officer, director or employee; (n) Liens incurred or pledges and deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance, pensions or other types of social security benefits, or to secure the performance of statutory obligations or to secure the performance of bids, tenders, sales and contracts (other than for the repayment of borrowed money) and Liens incurred to secure any surety bonds, appeal bonds, supersedeas bonds or other instruments serving a similar purpose in connection with the appeal of any judgment or defense of any claim relating to a prejudgment Lien; (ivo) Liens consisting of financing statements or similar notices filed by a Person of a type listed in existence on Section 9-505 of the date hereof which are listed, UCC solely in such capacity; and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any Lien is listed as being a Permitted Lien only for a designated time period, such Lien shall cease to be a Permitted Lien after the expiration of such time period;EXHIBIT 10.1 (v) Permitted Encumbrances; (vip) Liens created pursuant to the Security Instruments; (vii) Utility deposits and pledges consisting of judgments or deposits in connection with worker’s compensation, unemployment insurance and other social security legislation; and (viii) Liens permitted attachments that would not constitute an Event of Default under the Credit AgreementSection 7.1(J).

Negative Pledge; Liens. The Borrower and the Guarantor will Loan Parties shall not create, incur, assume or suffer to exist any Lien upon or with respect to of any property kind on any of their properties or assets (real or personal, tangible or intangible) constituting the Project or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower or the Guarantor), or assign any right to receive income or permit the filing of any financing statement under kind, except the Uniform Commercial Code of any state or any other similar notice of Lien under any similar recording or notice statute; provided that the provisions of this Section 7.1 shall not prevent the creationfollowing (collectively, incurrence, assumption or existence of:“Permitted Liens”): (i) Liens created in favor of connection with the BankSecurity Documents; (ii) Liens for taxes not yet due, or created in connection with the GMAC Financing which are subject to the terms of the Intercreditor Agreement; (iii) Liens for taxes or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ Liens) and deposits and pledges incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and by appropriate proceedings for which adequate reserves have been establishedset up by the Loan Parties as the case may be; and provided, further, that the Lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Agent, unreasonably jeopardized thereby; (iiiiv) Except as hereinafter set forth, Liens in respect securing the payments of property or assets of the Borrower or the Guarantor imposed by law, which were Charges incurred in the ordinary course of businessbusiness that either (A) are not delinquent, such as carriers’, warehousemen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, not to exceed $10,000,000 as to the Borrower, the Guarantor or their subsidiaries in the aggregate, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or the Guarantor or (yB) which are being contested in good faith by appropriate proceedingslegal or administrative proceedings and as to which adequate reserves have been set aside on their books, which proceedings have and so long as during the effect period of preventing any such contest, the forfeiture Loan Parties shall suffer no loss of any privilege of doing business or sale any other right, power or privilege necessary or material to the operation of the property or assets subject to Business; provided, however, that a stay of enforcement of any such Lien; (iv) Liens Lien is in existence on the date hereof which are listed, effect and the property subject thereto described in Exhibit C, with an indication therein that such Liens are “Permitted Liens” hereunder, provided that if in Exhibit C any priority status of the Lien is listed as being a Permitted Lien only for a designated time period, such Lien of Agent under the Security Documents shall cease to not be a Permitted Lien after the expiration of such time periodaffected thereby; (v) Liens securing Capitalized Leases, purchase money Indebtedness permitted under Section 7.2(a) and Indebtedness incurred in connection with a Permitted EncumbrancesSale/Leaseback, in each case which attach solely to the assets being leased or purchased; (vi) Liens created pursuant securing Indebtedness permitted under Section 7.2(a) which attach solely to the Security Instrumentsapplicable insurance policies and proceeds thereof; (vii) Utility Liens securing Indebtedness permitted under Section 7.2(a) which attach solely to the relevant real property and improvements; (viii) Liens listed on the “Permitted Encumbrances Schedule” attached hereto as Schedule 7.2(b); and (ix) Extensions, renewals and replacements of Liens referred to in clauses (i), (ii), (v), (vi), (vii), (viii) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced at the time of such extension, renewal or replacement; (x) Liens of any licensor or licensee in connection with license agreements entered into in the ordinary course of business, which such Liens do not constitute security interests in any assets of any Loan Party; (xi) any Lien or encumbrance, UCC financing statement, interest or title of a lessor under any operating lease entered into in the ordinary course of business, or any interest or title of any lessee under any leases or subleases of real property, with respect solely to the leased property and not to any other Collateral; (xii) with respect solely to real property, defects and irregularities in title, survey exceptions, encumbrances, licenses, covenants, restrictions, easements or reservations of others for rights-of-way, roads, pipelines, railroad crossings, services, utilities or other similar purposes; outstanding mineral rights or reservations (including rights with respect to the removal of material resources) which do not materially diminish the value of the surface estate, assuming usage of such surface estate similar to that being carried on by any Person as of the effective date, and Liens arising with respect to zoning restrictions, licenses, covenants, building restrictions and other similar charges or encumbrances on the use of real property of such Person which do not materially interfere with the ordinary conduct of such Person’s business; (xiii) Liens on any interest in life insurance on any officer, director or employee; (xiv) Liens incurred or pledges and deposits and pledges or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance and insurance, pensions or other types of social security legislationbenefits, or to secure the performance of statutory obligations or to secure the performance of bids, tenders, sales and contracts (other than for the repayment of borrowed money) and Liens incurred to secure any surety bonds, appeal bonds, supersedeas bonds or other instruments serving a similar purpose in connection with the appeal of any judgment or defense of any claim relating to a prejudgment Lien; (xv) Liens consisting of financing statements or similar notices filed by a Person of a type listed in Section 9-505 of the UCC solely in such capacity; and (viiixvi) Liens permitted consisting of judgments or attachments that would not constitute an Event of Default under the Credit AgreementSection 8.1(j).