Common use of NO LIENS; JUDGMENTS Clause in Contracts

NO LIENS; JUDGMENTS. No Borrower shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted Liens"): (a) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (b) Liens in existence on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part 8.4(b); (c) Purchase Money Liens; (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (e) Attachment and judgment Liens, to the extent and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(j); (f) Liens for Credit Party Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that an adequate reserve with respect thereto has been established in accordance with GAAP; (g) Deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of business; (h) Deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (i) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not detract in any material respect from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; (j) leases or subleases granted to third Persons not materially interfering with the conduct of the business of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i); (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (r) Extensions and renewals of the foregoing permitted Liens; provided that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed.

NO LIENS; JUDGMENTS. No Borrower shall, or shall permit any of its ------------------- Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted Liens"): (a) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (b) Liens in existence on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part 8.4(b); (c) Purchase Money Liens; (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (e) Attachment and judgment Liens, Liens securing outstanding liabilities of any Borrower or any Subsidiary of any Borrower which individually or in the aggregate for all such Liens are not in excess of $500,000 for all Borrowers and their respective Subsidiaries combined (exclusive of (i) any amounts that are duly bonded to the extent and reasonable satisfaction of the Agent or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (f) Liens for Credit Party Borrower's Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by such Borrower for the payment of same; (g) Deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course not to exceed an aggregate of business$500,000 outstanding at any one time for all Borrowers and their respective Subsidiaries combined; (h) Deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of businessbusiness not to exceed an aggregate of $500,000 outstanding at any one time for all Borrowers and their respective Subsidiaries combined; (i) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; (j) leases or subleases granted to third Persons not materially interfering with the conduct of the business of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i); (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (rj) Extensions and renewals of the foregoing permitted Liens; provided that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed. For the purposes of Section 8.4(e), (g) and (h), Liabilities and obligations referred to therein shall remain "outstanding", notwithstanding the sale or other disposition of property subject to a Lien permitted thereunder.

NO LIENS; JUDGMENTS. No Borrower shall, or Horizon shall permit any of its Subsidiaries tonot, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted LiensPERMITTED LIENS"): ): (ai) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; listed on SCHEDULE 6.5; (bii) Liens in existence on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part 8.4(b); (c) Purchase Money Liens; (d) Liens liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently 20 <PAGE> 21 contested in good faith by such Borrower or Subsidiary Horizon by appropriate proceedings; ; (eiii) Attachment and judgment Liens, to the extent and liens for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(j); (f) Liens for Credit Party Taxes such Borrower's taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that in any such case an adequate reserve with respect thereto has been established in accordance with GAAP; is being maintained by such Borrower for the payment of same; (giv) Deposits deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course not to exceed an aggregate of business; $50,000 outstanding at any one time for Horizon; (hv) Deposits deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; business not to exceed an aggregate of $50,000 outstanding at any one time for Horizon; (ivi) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; Horizon and (jvii) leases or subleases granted to third Persons not materially interfering with the conduct of the business of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i); (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (r) Extensions extensions and renewals of the foregoing permitted Permitted Liens; provided that the aggregate amount of such extended or renewed Liens liens is not increased and such extended or renewed Liens liens are on terms and conditions no more restrictive than the terms and conditions of the Liens liens being extended or renewed.

NO LIENS; JUDGMENTS. No Borrower shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted LiensPERMITTED LIENS"): (a) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (b) Liens in existence listed on SCHEDULE B, PART 8.4 encumbering only the Closing Date which are listed (assets described therein and the property subject thereto described) on Schedule B, Part 8.4(b)proceeds thereof; (c) Purchase Money LiensLiens and Liens securing Capitalized Lease Obligations to the extent permitted under SECTION 8.3(d); (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (e) Attachment and judgment Liens, Liens securing outstanding liabilities of any Borrower or any Subsidiary of any Borrower which individually or in the aggregate for all such Liens are not in excess of $5.0 million for all Borrowers and their respective Subsidiaries combined (exclusive of (i) any amounts that are duly bonded to the extent and reasonable satisfaction of the Agent or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (f) Liens for Credit Party Borrower's Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by such Borrower for the payment of same; (g) Deposits or pledges made by the Borrowers and their Subsidiaries in the ordinary course of business consistent with past practices to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of businessinsurance; (h) Deposits or pledges made by the Borrowers and their Subsidiaries to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (i) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; (j) leases or subleases granted to third Persons not materially interfering with Liens on the conduct of First Lien Credit Facility Collateral which secure the business of any Borrower or any Subsidiary of any Borrowerobligations under the First Lien Credit Facility; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including Second Lien Facility Collateral; provided that any such Liens on Second Lien Credit Facility Collateral which is Collateral securing the obligations under this Credit Agreement and the Credit Documents shall in all respect be subject and subordinate in priority to any property Liens on such Collateral created or assets of granted under any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i)Security Agreement; (l) Liens on the assets of Foreign Subsidiaries securing to secure Indebtedness of Foreign Subsidiaries which is permitted pursuant to Section 8.3(m)by SECTION 8.3; (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor due to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person arrangements set forth in the ordinary course of business; (p) Liens Tax Reduction Agreements on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount such agreements which does not greater than $2,000,000constitute Collateral; and (rn) Extensions and renewals of the foregoing permitted LiensLiens subject to the limitations set forth above; provided PROVIDED that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed.

NO LIENS; JUDGMENTS. No Borrower shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "“Permitted Liens"”): (a) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (b) Liens in existence on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part 8.4(b)8.4 encumbering only the assets described therein and the proceeds thereof; (c) Purchase Money Liens; (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (ed) Attachment attachment and judgment Liens, Liens securing outstanding liabilities incurred Post-Petition of any Borrower or any Subsidiary of any Borrower which individually or in the aggregate for all such Liens are not in excess of $250,000 for all Borrowers and their respective Subsidiaries combined (exclusive of (i) any amounts that are duly bonded to the extent and reasonable satisfaction of the Agent or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (fe) Liens for Credit Party Borrower’s Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by such Borrower for the payment of same; (gf) Deposits or pledges made by Borrowers and the Subsidiaries of Borrowers in the ordinary course of business consistent with past practices to secure obligations under workmen's ’s compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of businessinsurance; (hg) Deposits or pledges made by Borrowers and any Subsidiary of any Borrower to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (ih) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; (i) Liens securing the Pre-Petition Secured Debt pursuant to the Pre-Petition Term Loan Agreements, the related Loan Documents (as defined therein), and the Financing Orders; (j) leases or subleases granted Purchase Money Liens and Liens securing Capitalized Lease Obligations to third Persons not materially interfering with the conduct of the business of any Borrower or any Subsidiary of any Borrowerextent permitted under Section 8.4(d) above; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior arising due to the acquisition thereof by a Borrower, including any arrangements set forth in Tax Reduction Agreements on property subject to such Liens on any property or assets of any Person that becomes a Borrower agreements to the extent encumbering only Term Loan Collateral (as a result of such Acquisition, so long as such Liens are not granted defined in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(ithe Intercreditor Agreement); (l) with the prior approval of the Steering Committee in each instance, Liens on assets of Foreign Subsidiaries securing any Indebtedness permitted pursuant to Section 8.3(m)by any order of the Bankruptcy Court; (m) with the prior approval of the Steering Committee in each instance, Liens securing adequate protection authorized by any order of landlords or mortgages the Bankruptcy Court pursuant to Section 363(e) of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor the Bankruptcy Code to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreementextent deemed to constitute Post-Petition Indebtedness; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture;Permitted Senior Liens; and (o) Liens on intellectual property the Carve-Out Reserve (to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business;constituting a Lien). (p) Liens on property subject junior liens arising under ERISA as a result of the Borrowers’ or any ERISA Affiliate’s failure to Sale-Leaseback Transactions permitted satisfy funding requirements under Section 8.5(f) 302 of ERISA and general intangibles related thereto; (q) Section 412 of the Code, unless such Liens on individual items of Collateral consisting of Equipmentshall have been perfected or any Person shall have obtained relief from the automatic stay to enforce such Liens. Permitted Liens, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as than Permitted Senior Liens and the Agent may approve in writing in its sole discretionCarve-Out Reserve, shall at all times be junior and subordinate to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (r) Extensions security interests and renewals of liens under the foregoing permitted Liens; Security Documents and the Financing Orders, provided that the aggregate amount of such extended or renewed Liens is not increased securing the Approved Secured Derivative Transaction Liabilities shall be pari passu with the security interests and such extended or renewed Liens are on terms liens under the Security Documents and conditions no more restrictive than the terms and conditions of the Liens being extended or renewedFinancing Orders.

NO LIENS; JUDGMENTS. No Borrower shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted LiensPERMITTED LIENS"): (aA) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (bB) Liens in existence listed on SCHEDULE B, PART 8.3 encumbering only the Closing Date which are listed (assets described therein and the property subject thereto describedproceeds thereof; (C) on Schedule B, Part 8.4(bPurchase Money Liens and Liens securing Capitalized Lease Obligations to the extent permitted under SECTION 8.2(D); (c) Purchase Money Liens; (dD) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (eE) Attachment and judgment Liens, Liens securing outstanding liabilities of any Borrower or any Subsidiary of any Borrower which individually or in the aggregate for all such Liens are not in excess of $5.0 million for all Borrowers and their respective Subsidiaries combined (exclusive of (i) any amounts that are duly bonded to the extent and reasonable satisfaction of the Agent or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (fF) Liens for Credit Party Borrower's Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by such Borrower for the payment of same; (gG) Deposits or pledges made by the Borrowers and their Subsidiaries in the ordinary course of business consistent with past practices to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of businessinsurance; (hH) Deposits or pledges made by the Borrowers and their Subsidiaries to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (iI) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; (jJ) leases Liens on the First Lien Credit Facility Collateral which secure the obligations under the First Lien Credit Facility, PROVIDED that any such Liens shall in all respects be subject and subordinate in priority to any Liens on such First Lien Credit Facility Collateral created or subleases granted under any Collateral Document to third Persons not materially interfering with the conduct of extent required under the business of any Borrower or any Subsidiary of any BorrowerIntercreditor Agreement; (kK) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including Second Lien Facility Collateral; PROVIDED that any such Liens on Second Lien Credit Facility Collateral which is Collateral securing the obligations under this Credit Agreement and the Credit Documents shall in all respects be subject and subordinate in priority to any property Liens on such Collateral created or assets of granted under any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i)Security Agreement; (lL) Liens on the assets of Foreign Subsidiaries securing to secure Indebtedness of Foreign Subsidiaries which is permitted pursuant to Section 8.3(m)by SECTION 8.2; (mM) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor due to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person arrangements set forth in the ordinary course of business; (p) Liens Tax Reduction Agreements on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related theretosuch agreements which does not constitute Collateral; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (rN) Extensions and renewals of the foregoing permitted LiensLiens subject to the limitations set forth above; provided PROVIDED that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed.; and (O) Liens securing Indebtedness permitted under SECTION 8.2(Q) so long as such Liens cover only the contract or products described in Section A of EXHIBIT G.

NO LIENS; JUDGMENTS. No Borrower shall, or shall not and shall not permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted LiensPERMITTED LIENS"): (a) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (b) Liens in existence listed on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part SCHEDULE 8.4(b); (c) Purchase Money Liens; (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (e) Attachment and judgment Liens, Liens securing outstanding liabilities of Borrower or any Subsidiary of Borrower which individually or in the aggregate for all such Liens are not in excess of $500,000 for Borrower and its Subsidiaries combined (exclusive of (i) any amounts that are duly bonded to the extent and reasonable satisfaction of Agent or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (f) Liens for Credit Party Borrower Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided PROVIDED that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by Borrower for the payment of same; (g) Deposits or pledges to secure obligations arising in the ordinary course of business under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of businessinsurance; (h) Deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (i) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, do not detract in any material respect from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; (j) leases or subleases granted to third Persons not materially interfering with the conduct of the business of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i); (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (r) Extensions and renewals of the foregoing permitted Liens; provided that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed.

NO LIENS; JUDGMENTS. No Borrower shall, or shall not and shall not permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted LiensPERMITTED LIENS"): (aA) Liens granted by such Borrower or Subsidiary pursuant to any Credit Document; (bB) Liens in existence listed on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part 8.4(bSCHEDULE 8.4(B); (cC) Purchase Money Liens; (dD) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedings; (eE) Attachment and judgment Liens, Liens securing outstanding liabilities of Borrower or any Subsidiary of Borrower which individually or in the aggregate for all such Liens are not in excess of $1,000,000 for Borrower and its Subsidiaries combined (exclusive of (I) any amounts that are duly bonded to the extent and reasonable satisfaction of Agent or (II) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (fF) Liens for Credit Party Borrower Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided PROVIDED that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by Borrower for the payment of same; (gG) Deposits or pledges to secure obligations arising in the ordinary course of business under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of businessinsurance; (hH) Deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (iI) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any Borrower; (jJ) leases or subleases granted to third Persons not materially interfering with the conduct Liens upon any Equipment of the business of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant Borrower subject to Section 8.9 prior to the acquisition thereof by a BorrowerCapital Lease, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i); (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Capital Lease is permitted by SECTION 8.3(D), PROVIDED, that such Liens arise from (I) secure only the granting payment of licenses Indebtedness arising under such Capital Lease and (II) extend only to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to contracts related thereto and the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000proceeds thereof; and (rK) Extensions and renewals of the foregoing permitted Liens; provided PROVIDED that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed.

NO LIENS; JUDGMENTS. No The Borrower shallshall not, or nor shall it permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of operation of law, a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "“Permitted Liens"”): (a) Liens granted by such the Borrower or any such Subsidiary pursuant to any Credit Document; (b) Permitted Priority Liens in existence on encumbering only the Closing Date which are listed (assets described therein and the property subject thereto described) on Schedule B, Part 8.4(b)proceeds thereof; (c) Purchase Money LiensLiens securing the obligations under the Pre-Petition Credit Agreement; (d) Liens on any assets, other than assets that constitute Collateral, of a Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted hereunder; (e) Purchase Money Liens and Liens arising under any capital lease, in each case, in respect of Indebtedness permitted under Section 8.3(a) and solely on the assets which are the subject of such transaction; (f) Liens (junior to the Liens of the Agent) of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such the Borrower or any such Subsidiary by appropriate proceedings; provided that the Borrower has established adequate reserves in respect thereof in accordance with GAAP; (eg) Attachment and judgment Liens, Liens (junior to the extent Liens of the Agent) securing outstanding liabilities of the Borrower or any Subsidiary of the Borrower which individually or in the aggregate for all such Liens are not in excess of $500,000 for the Borrower and its Subsidiaries combined (exclusive of (i) any amounts that are duly bonded to the reasonable satisfaction of the Agent or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (fh) Liens (junior to the Liens of the Agent) for Credit Party Borrower’s Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such the Borrower by appropriate proceedings, provided that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by the Borrower for the payment of same; (gi) Deposits (i) deposits, pledges or pledges surety bonds to secure obligations under workmen's workers’ compensation, social security or similar laws, or under unemployment insurance incurred in not to exceed an aggregate of $500,000 outstanding at any one time for the ordinary course Borrower and its Subsidiaries combined and (ii) any other surety bond to secure obligations under workers’ compensation, social security or similar laws, or under unemployment insurance that is supported by any Letter of businessCredit issued hereunder; (hj) Deposits deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of businessbusiness not to exceed an aggregate of $500,000 outstanding at any one time for the Borrower and its Subsidiaries combined; (ik) Easements, covenants, licenseseasements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions that are not violated by the location and presence of the improvements on the title insurance policies delivered to Real Estate and the Agent in connection with the execution current use thereof and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business whichthat, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of (or restrict access to) the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any the Borrower or any Subsidiary of any the Borrower; (j) leases or subleases granted to third Persons not materially interfering with the conduct of the business of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i);; and (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (r) Extensions extensions and renewals of the foregoing permitted LiensPermitted Liens subject to the limitations set forth above (but only to the extent that any such extension or renewal relates solely to the assets previously secured by such Permitted Liens and any additions to such assets); provided that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed. For the purposes of Section 8.4(f), (g) and (h), Liabilities and obligations referred to therein shall remain outstanding, notwithstanding the sale or other disposition of property subject to a Lien permitted thereunder.

NO LIENS; JUDGMENTS. No Borrower Credit Party shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "Permitted Liens"): (a) Liens granted by such Borrower or Subsidiary Credit Party pursuant to any Credit Document; (b) Liens in existence listed on SCHEDULE H encumbering only the Closing Date which are listed (assets described therein and the property subject thereto described) on Schedule B, Part 8.4(b)proceeds thereof; (c) Purchase Money Liens; (d) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days yet due and payable or which are being diligently contested in good faith by such Borrower or Subsidiary Credit Party by appropriate proceedings; (e) Attachment and judgment Liens, Liens securing outstanding liabilities of any Credit Party which individually or in the aggregate for all such Liens are not in excess of $1,000,000 for all Borrowers and their respective Subsidiaries combined (exclusive of (i) any amounts that are duly bonded to the extent and reasonable satisfaction of the Agent or (ii) any amount adequately covered by insurance as to which the insurance company has not disclaimed or disputed in writing its obligations for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(jcoverage); (f) Liens for Credit Party Borrower's Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower by appropriate proceedings, provided that in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by such Borrower for the payment of same; (g) Deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course not to exceed an aggregate of business$1,000,000 outstanding at any one time for all Borrowers and their respective Subsidiaries combined; (h) Deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, performance bonds, surety and appeal bonds and other obligations of like nature arising in the ordinary course of businessbusiness not to exceed 105 an aggregate of $5,000,000 outstanding at any one time for all Borrowers and their respective Subsidiaries combined; (i) EasementsZoning restrictions, covenantseasements, licensesencroachments, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenantsrestrictions, licenses, rights-of-wayrestrictive covenants, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not materially detract in any material respect from the value of the property subject thereto or materially interfere in any material respect with the ordinary conduct of the business of any Borrower or any Subsidiary of any BorrowerCredit Party; (j) leases or subleases granted to third Persons not materially interfering with the conduct of the business of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i); (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (r) Extensions and renewals of any of the foregoing permitted LiensLiens described in this Section 8.4, subject to the limitations set forth above; provided PROVIDED that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewed; (k) Judgment and attachment liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are being contested in good faith by appropriate proceedings, promptly instituted and diligently conducted, and for which adequate reserves have been made to the extent required by GAAP; (l) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback in favor of collecting or payor banks with respect to money or instruments of any Credit Party on deposit with or in the possession of such bank that do not constitute proceeds of Collateral; (m) Other Liens not described by any of the foregoing on assets (other than Inventory or Accounts) provided that such Liens secure Indebtedness not exceeding $5,000,000; (n) Liens provided by any Foreign Subsidiary on assets not constituting Collateral to secure Indebtedness permitted pursuant to Section 8.3(e) or (h); and (o) Other Liens not described by any of the foregoing on assets of Foreign Subsidiaries not constituting Collateral to secure obligations not constituting Indebtedness and not exceeding $5,000,000. For the purposes of SECTION 8.4(e), (g) AND (h), Liabilities and obligations referred to therein shall remain outstanding, notwithstanding the sale or other disposition of property subject to a Lien permitted thereunder.

NO LIENS; JUDGMENTS. No Borrower Credit Party shall, or shall permit any of its Subsidiaries to, directly or indirectly, mortgage, assign, pledge, transfer, create, incur, assume, suffer to exist or otherwise permit any Lien (whether as a result of a purchase money or title retention transaction, or other security interest, judgment or otherwise) to exist on any of its property, assets, revenues or goods, whether real, personal or mixed, whether now owned or hereafter acquired, except for the following (the "“Permitted Liens"”): (a) Liens granted by such Borrower any Credit Party or any Subsidiary of any Credit Party pursuant to any Credit Document; (b) Liens in existence on the Closing Date which are listed (and the property subject thereto described) on Schedule B, Part 8.4(b)granted by any Credit Party or any Subsidiary of any Credit Party pursuant to any Subordinated Note Documents; (c) Purchase Money LiensLiens described on Schedule 7.3; (d) Purchase Money Liens securing Indebtedness permitted pursuant to subsection 7.2(a); (e) Liens of warehousemen, mechanics, material men, workers, repairmen, common carriers, carriers and landlords and other similar Liens arising by operation of law or otherwise, not waived in connection herewith, for amounts that are not overdue by more than forty-five (45) days or which are being diligently contested in good faith by such Borrower or Subsidiary by appropriate proceedingsyet due and payable; (ef) Attachment and judgment Liens, to Liens securing outstanding Liabilities of a Credit Party or a Subsidiary of a which individually or in the extent aggregate for all such Liens are not in excess of $50,000 for Credit Parties and for so long as the underlying judgments and decrees do not constitute an Event of Default pursuant to Section 9.1(j)their respective Subsidiaries combined; (fg) Liens for Credit Party Taxes not yet due and payable or Liens for Credit Party Taxes which are being diligently contested in good faith by such Borrower a Credit Party by appropriate proceedings; provided, provided that that, in any such case an adequate reserve with respect thereto has been established in accordance with GAAPis being maintained by the applicable Credit Party for the payment of same; (gh) Deposits or pledges of cash or Cash Equivalents to secure obligations arising in the ordinary course of business under workmen's ’s compensation, social security or similar laws, or under unemployment insurance incurred in the ordinary course of businessinsurance; (hi) Deposits or pledges of cash or cash Equivalents to secure bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business;business not to exceed an aggregate of $1,000,000 outstanding at any one time for Credit Parties and their respective Subsidiaries combined; and (ij) Easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which (i) appear as exceptions on the title insurance policies delivered to the Agent in connection with the execution and delivery of the Existing Credit Agreement, and (ii) other easements, covenants, licenses, rights-of-way, restrictions and other similar encumbrances arising or incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not detract in any material respect from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of any Borrower Credit Party or any Subsidiary of any Borrower; Credit Party. For the purposes of subsection 7.3(e), (jg) leases and (h), Liabilities and obligations referred to therein shall remain “outstanding”, notwithstanding the sale or subleases granted to third Persons not materially interfering with the conduct of the business other disposition of any Borrower or any Subsidiary of any Borrower; (k) Liens existing on any property or assets acquired in connection with an Acquisition permitted pursuant to Section 8.9 prior to the acquisition thereof by a Borrower, including any such Liens on any property or assets of any Person that becomes a Borrower as a result of such Acquisition, so long as such Liens are not granted in contemplation of or in connection with such Acquisition and secure Indebtedness permitted pursuant to Section 8.3(h)(i); (l) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted pursuant to Section 8.3(m); (m) Liens of landlords or mortgages of landlords arising by operation of law securing lease obligations that are not overdue by more than forty-five (45) days or are being contested in good faith by appropriate proceedings, or any possessory rights of a lessor to the leased property under the provisions of any lease expressly permitted by the terms of this Credit Agreement; (n) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Securities of any Joint Venture expressly permitted by the terms of this Credit Agreement pursuant to the Joint Venture or similar agreement with respect to such Joint Venture; (o) Liens on intellectual property to the extent such Liens arise from the granting of licenses to use such intellectual property to any Person in the ordinary course of business; (p) Liens on property subject to Sale-Leaseback Transactions a Lien permitted under Section 8.5(f) and general intangibles related thereto; (q) Liens on individual items of Collateral consisting of Equipment, real property or other fixed assets in addition to those permitted under clauses (a) through (p) above as the Agent may approve in writing in its sole discretion, to the extent securing aggregate Indebtedness in an outstanding principal amount not greater than $2,000,000; and (r) Extensions and renewals of the foregoing permitted Liens; provided that the aggregate amount of such extended or renewed Liens is not increased and such extended or renewed Liens are on terms and conditions no more restrictive than the terms and conditions of the Liens being extended or renewedthereunder.