Common use of Permitted Liens Clause in Contracts

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower Lessee shall not not, directly or indirectly, create, incur, assume or suffer to exist any Lien upon, in on or against, or pledge ofwith respect to this Lease, any Item of the Collateral Equipment, title thereto or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredinterest therein, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor respective rights of LenderOwner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due or which are being contested in good faith by appropriate proceedings and so long as adequate reserves are maintained with respect to which adequate reserves or other appropriate provisions are being maintained by such Person Taxes in accordance with GAAP to the satisfaction of Lender in its sole discretion, GAAP; (iiiiv) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenmaterialmen’s, mechanics’, materialmenworkmen’s, and (B) repairmen’s, employees’ or other like Liens imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only and for amounts the payment of which is either not yet due delinquent or which are is being contested in good faith by appropriate proceedings (and with respect to for which adequate reserves or other appropriate provisions are being maintained by such Person have been made in accordance with GAAP GAAP, or if required to contest the satisfaction of Lender in its sole discretionsame, adequate security has been posted by Lessee); and (ivv) Liens (A) incurred or deposits made for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (including, without limitation, surety bonds and appeal bonds) for which adequate reserves have been made in connection accordance with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligationsGAAP, or (B) arising if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of progress payments under government contractsany such Lien or the respective interests of Lessor, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii)Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, or (B) in connection at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with the purchase by such Person respect to any Item of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3Equipment.

Permitted Liens. Borrower shall not create, incur, assume (b) If the Issuer or suffer any Guarantor (or any entity required to exist become a Guarantor pursuant to this Indenture) creates any Lien upon, in or against, or pledge of, (including without limitation any of the Collateral or additional Lien) upon any of its properties Property or assets to secure any First Lien Obligation, it must concurrently with the creation of such Lien (or, if later, concurrently with such entity becoming a Guarantor) grant a First Lien upon such Property or any of its sharesassets as security for the Securities or the applicable Note Guarantee, securities if such Property or other equity asset is not Collateral at such time, such that the property or ownership or partnership interests, whether now owned or hereafter acquiredassets subject to such Lien becomes Collateral subject to the First Lien (subject to liens permitted by this Indenture), except to the following (collectively, “Permitted Liens”): (i) Liens extent such Property or assets constitutes cash or cash equivalents required to secure only letter of credit obligations under any credit facility or as otherwise permitted under the Loan Documents Intercreditor Agreement. If the foregoing obligation to xxxxx x Xxxx on any property or otherwise arising in favor assets to secure the Securities or a Note Guarantee arises due to the grant of Lender, a Lien on such property or assets to secure the Existing Issuer Credit Facility Obligations (ii) Liens imposed by law for taxes (other than payroll taxesor the obligations under any Replacement Credit Facility), assessments then the Lien on such property or charges of any Governmental Authority for claims not yet due assets to secure the Securities 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 a Note Guarantee may be released in accordance with GAAP the provisions of Section 1308. If the foregoing obligation to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that xxxxx x Xxxx on any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law property or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or assets to secure the performance Securities or a Note Guarantee arises due to the grant of tenders, bids, leases, contracts a Lien (an “Initial Lien”) on such property or assets to secure First Lien Obligations other than for the repayment of IndebtednessExisting Issuer Credit Facility Obligations (or the obligations under any Replacement Credit Facility), statutory obligations then the Lien on such property or assets to secure the Securities or a Note Guarantee shall be automatically released and other similar obligationsdischarged upon the release and discharge of the Initial Lien at such time as the Initial Lien is released, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment which release and discharge in the normal course case of business, provided that any sale of any such payables property or asset shall not exceed affect any limits Lien that the Trustee or any Collateral Agent may have on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that the proceeds from such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3sale.

Permitted Liens. Borrower shall not createAs used herein, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, "Permitted Liens" means any of the Collateral following: (a) liens for taxes, assessments and governmental charges or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): levies (i) Liens under the Loan Documents not yet in default or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which that are being contested in good faith and by appropriate proceedings and with respect to which adequate diligently conducted, provided that in the case of liens under this clause (ii), reserves or other appropriate provisions are being maintained by such Person shall have been established therefor in accordance with GAAP to generally accepted accounting principles ("GAAP") and enforcement of any such liens shall have been effectively stayed or fully bonded pending the satisfaction final determination of Lender in its sole discretionsuch proceeding, (iiib) (A) statutory Liens of landlords (provided that any liens imposed by law, such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenas materialmen's, mechanics' carriers', materialmen, workmen's and (B) repairmen's liens and other Liens imposed by law or that arise by operation of law similar liens arising in the ordinary course of business from the date securing obligations that are not overdue for a period of creation thereofmore than 60 days or which, in each case only for amounts not yet due or which if overdue, are being contested in good faith and by appropriate proceedings and with respect to which adequate diligently conducted, provided that reserves or other appropriate provisions are being maintained by such Person shall have been established therefor in accordance with GAAP and enforcement of any such lien is effectively stayed or fully bonded pending the final determination of such proceeding, (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions or other restrictions, rights-of-way, minor encroachments, covenants or encumbrances on real property imposed by law or arising in the ordinary course of business that do not arise out of the incurrence of any indebtedness and that do not and could not reasonably be expected to materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Company or materially impair the use thereof to the satisfaction indebtedness; (e) judgments and other similar liens arising in connection with court proceedings in an amount not in excess of Lender $50,000, provided the execution or other enforcement of such liens is effectively stayed or fully bonded pending the final determination of the proceeding referred to below and the claims secured thereby are being contested in its sole discretiongood faith and by appropriate proceedings; and (f) liens (other than liens created or imposed under the Employee Retirement Income Security Act of 1974, (iv) Liens (Aas amended) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits security, or to secure the performance of tenderstender, statutory obligations, surety and appeal bonds, bids, leases, contracts (other than for the repayment of Indebtedness)government contracts, statutory obligations performance and return-of-money bonds and other similar obligations, or obligations (B) arising as a result exclusive in any case of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) obligations incurred in connection with the purchase by such Person borrowing of equipment in money or the normal course obtaining of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3advances or credit).

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectivelyAs used herein, “Permitted Liens”): ” means (ia) Liens under the Loan Documents liens for current real or otherwise arising in favor of Lender, (ii) Liens imposed by law for personal property taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due and payable or which are being contested in good faith by appropriate proceedings and Seller or its affiliates, in either case, with respect to which the Seller maintains adequate reserves reserves, (b) workers’, carriers’ and mechanics’ or other appropriate provisions are being maintained by such Person like liens incurred in accordance the ordinary course of Seller’s business with GAAP respect to which payment is not due and that do not impair the satisfaction conduct of Lender in its sole discretionSeller’s business or the present or proposed use of the affected property, (iiic) any deposits or pledges to secure the payment of worker’s compensation, unemployment insurance or other social security benefits or obligations, or public or statutory obligations of a like general nature incurred in the ordinary course of business, (Ad) any statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent liens for utility assessments or other charges or assessments, in form and substance satisfactory to Lender) and of carrierseach case, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only for amounts with respect to a liability that is not yet due or delinquent or which are is being contested in good faith by appropriate proceedings and with respect to which adequate reserves Seller or its affiliates, (e) any liens securing bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety or appeal bonds, bid or performance bonds or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction obligations of Lender in its sole discretion, (iv) Liens (A) a like general nature incurred or deposits made in the ordinary course of business business, including the bond (including, without limitation, surety bonds and appeal bondsthe “Lease Bond”) in connection with workers’ compensation, unemployment insurance and other types of social security benefits liens or charges (the “Lease Liens”) incurred to secure performance by Seller under the performance Lease, (f) any liens arising out of tenders, bids, leases, contracts (other than judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the repayment payment of Indebtednesswhich adequate reserves, bonds or other security have been provided or are fully covered by insurance, (g) any security interest, lien or right in favor of any vendor of tangible personal property (including any tangible personal property financed with purchase money and any capital leases), statutory obligations (h) imperfections or irregularities of title and other liens that would not, individually or in the aggregate, materially detract from the value of the assets to which they attach, (i) zoning, planning, and other similar obligationslimitations and restrictions, all rights of any Governmental Entity (as defined below) to regulate a property, (i) any lien set forth in any franchise or governing ordinance under which any portion of Seller’s business is conducted, (j) all rights of condemnation, eminent domain or other similar rights of any person, (k) any lien to be released on or prior to, or (B) arising as a result of progress payments under government contractsof, Closing, (vl) purchase money Liens any license agreement governing use of the Seller’s current accounting software (A) securing Indebtedness permitted under Section 7.2(iiithe “Accounting Software”), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (viim) Liens disclosed on Schedule 7.3any other lien which does not materially interfere with Seller’s use of the Turbine Assets.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”"PERMITTED LIENS"): (ia) Liens under the Loan Documents or otherwise arising in favor of LenderAgent, for the benefit of itself and Lenders, (iib) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iiic) (Ai) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of landlords, carriers, warehousemen, mechanics, materialmen, and (Bii) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereofbusiness, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender Agent in its sole discretionPermitted Discretion, (ivd) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (ve) purchase money Liens (Ai) securing Indebtedness permitted under Section 7.2(iii7.2(c), or (Bii) in connection with the purchase by such Person of equipment in the normal course of business; provided, provided that such payables secured Indebtedness shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vif) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person's business; provided, provided that Agent has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Agent and each Lender, all in favor of Lender pursuant form and substance satisfactory to a written agreement acceptable to Lender; and Agent in its Permitted Discretion, (viig) Liens disclosed on Schedule 7.3, (h) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial 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 business by the Borrower, (i) liens in respect of any writ of execution, attachment, garnishment, judgment or award in an amount less than $100,000, if (x) the time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being prosecuted in good faith and a stay of execution pending such appeal or proceeding for review has been secured, or (y) the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its responsibility to pay such claim and no action has been taken to enforce such execution, attachment, garnishment, judgment or award, (j) liens of lessors (except liens on Accounts are not permitted under any circumstances) under or in connection with operating leases, and (k) liens on cash collateral accounts established to secure Borrower's reimbursement obligations with respect to letters of credit.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of LenderLenders, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 Borrower in accordance with GAAP to the reasonable satisfaction of Lender in its sole discretionAgent, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, mechanics or materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 Borrower in accordance with GAAP to the satisfaction of Lender Agent in its sole discretion, provided that such Liens are subordinated to the Liens granted to Lenders under the Loan Documents and (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. No Borrower or Guarantor shall not create, incur, assume or suffer to exist (or permit any of its Subsidiaries to create, incur, assume or suffer to exist) any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of such Person's business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its sole discretion; (vii) Liens pursuant to Permitted Subordinated Debt, provided that such ; (viii) Liens are subordinated to securing the Liens Pivotal Seller Notes as in favor of Lender pursuant to a written agreement acceptable to Lenderexistence on the Closing Date; and (viiix) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall Lessee will not directly or indirectly create, incur, assume or suffer to exist any Lien upon, in on or against, or pledge ofwith respect to the Aircraft, any of the Collateral Engine, any Part, title thereto or any of its properties interest therein or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredin this Lease, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor rights of LenderLessor as owner of the Aircraft, (ii) the respective rights of Lessor and Lessee as provided herein, (iii) the rights of others under agreements or arrangements to the extent permitted by the terms of Section 7.5 and Section 7.8(b)(iii) hereof, (iv) Lessor Liens, (v) Liens imposed by law for taxes Taxes of Lessee (other than payroll taxes)or, assessments or charges of if any Governmental Authority for claims Permitted Sublease is then in effect, the sublessee) not yet due or which being contested in good faith by appropriate proceedings so long as such proceedings do not involve any material danger of the sale, forfeiture, loss or loss of use of the Airframe or any Engine or interest therein or any risk of material liability (other than for payment of the amount), or any risk of criminal penalties being imposed on any Indemnitee and so long as adequate reserves therefor have been established, (vi) materialmen's, mechanic's, workmen's, repairmen's, employees, or other like liens arising in the ordinary course of Lessee's (or, if a Permitted Sublease is then in effect, the sublessee's) business (including those arising under maintenance agreements entered into in the ordinary course of business) securing obligations that are not overdue or are being contested in good faith by appropriate proceedings so long as such proceedings do not involve any material danger of the sale, forfeiture, loss or loss of use of the Airframe or any Engine or any interest therein, or any risk of material liability (other than for payment of the amount), or any risk of criminal penalties being imposed on any Indemnitee and so long as adequate reserves therefor have been established, (vii) any Lien arising out of a judgment or award against Lessee, (or if a Permitted Sublease is in effect, the sublessee) unless the judgment secured is not within 30 days after the entry thereof discharged, vacated or reversed, or the execution thereof stayed pending appeal, and (viii) any Lien with respect to which Lessee (or, if any Permitted Sublease is then in effect, the sublessee) shall have provided a bond adequate reserves in the reasonable opinion of Lessor. Lessee will promptly, at its own expense, take (or other appropriate provisions are being maintained by cause to be taken) such Person in accordance with GAAP actions as may be necessary duly to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that discharge any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that Lien not excepted above if the same shall arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed at any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3time.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral Collateral, or any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenwarehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted the MHR Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3; provided, that the Lien in favor of Gilbraltar Bank, FSB shall not extend to any additional collateral or secure any Indebtedness in excess of $300,000.

Permitted Liens. Borrower Purchaser shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Acquisition Documents or otherwise arising in favor of LenderSeller, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender Seller in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to LenderSeller) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender Seller in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender Seller pursuant to a written agreement acceptable to LenderSeller; and (vii) Liens disclosed on Schedule 7.3; and (viii) Liens in favor of Capital Source granted pursuant to the “Security Documents” (as defined in the Credit Agreement).

Permitted Liens. Borrower Guarantor shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interestsassets, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”"PERMITTED LIENS"): (i) Liens under the Loan Documents or the Guarantor Revolving Credit Loan Documents or otherwise arising in favor of Lender or the Guarantor Revolving Credit Lender, ; (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, GAAP; (iii) (Aiv) statutory Liens of landlords (provided provided, that with respect to any landlord for leased locations acquired after the Closing Date, Borrower shall have used reasonable efforts (which shall not include the unreasonable payment of money) in accordance with the terms of Section 5.3.12 hereof, to cause such landlord has executed to execute a Landlord Waiver and Consent a memorandum of lease in form and substance reasonably satisfactory to LenderAgent in its commercially reasonable discretion, provided, further, in the event Borrower is unable to obtain any such Landlord Waiver and/or memorandum of lease, Borrower shall maintain a duplicate up to date set of any books and records maintained at the location related to the real property owned by the applicable landlord at a location owned by Borrower or with respect to which a Landlord Waiver reasonably satisfactory to Agent shall have been obtained) and of carriers, warehousemen, mechanics, materialmen, materialmen and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, GAAP; (ivv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, ; (vvi) purchase money Liens and Liens securing Capitalized Lease Obligations (A) securing Indebtedness permitted under Section 7.2(iii5.3.2(c), or (B) in connection with the purchase by such Person of equipment assets in the normal course of business, provided that (x) such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunderhereunder and (y) with respect to Indebtedness incurred pursuant to Section 5.3.2(c)(ii) such Liens shall not extend to or cover any property of Guarantor other than the property being acquired and improvements thereon or which is the subject of the applicable Capital Lease, (vivii) easements, rights-of-way, restrictions and other similar encumbrances which do not materially interfere with the conduct of the business of Guarantor; (viii) any intercompany Liens between a Subsidiary Borrower or Guarantor on the one hand and another Subsidiary Borrower or Guarantor on the other; (ix) any interest or title of a lessor under a operating lease; (x) Liens pursuant to Subordinated Debt; (xi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated the Priority Claims; (xii) the Vendors' Lien in accordance with the Plan of Reorganization so long as the amount secured does not exceed $8,000,000 and is otherwise subject to the Revolving Loan Documents; (xiii) Liens securing Class 10 Deferred Obligations and Continuing Creditor Deferred Obligations in favor accordance with the Plan of Lender pursuant Reorganization so long as the amount secured does not exceed $25,000,000 and is otherwise subject to a written agreement acceptable to Lenderthe Revolving Loan Documents; and (viixiv) Liens disclosed on Schedule 7.3SCHEDULE 5.3.3.

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, ; (iib) Liens imposed by law securing Debt that is permitted under Section 9.2.1(c); (c) Liens for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in the business of Borrower or its sole discretion, Subsidiaries; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (Bii) with respect to a non-material portion of the Collateral (other than Accounts); (g) Liens arising as by virtue of a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii)judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (Bi) in connection existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the purchase by such Person Ordinary Course of equipment Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the normal course of businesscollection; and (j) carriers’, provided warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that such payables shall are not exceed any limits on Indebtedness provided overdue for herein and shall otherwise be Permitted Indebtedness hereunder, a period of more than 30 days or are being Properly Contested; (vik) Liens securing Permitted Subordinated the Term Debt, ; provided that such Liens are subordinated at all times subject to the Liens in favor terms of Lender pursuant to a written agreement acceptable to Lenderthe Term Debt Intercreditor Agreement; and (viil) existing Liens disclosed shown on Schedule 7.39.2.2.

Permitted Liens. Borrower shall not createThe term “PERMITTED LIENS” means: (a) LIENS for taxes, incur, assume or suffer to exist any Lien upon, in or againstassessments, or pledge of, any similar charges incurred in the ordinary course of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and compliance with respect the procedures set forth in Section 5.8 hereof; (b) LIENS in favor of the SECURED PARTIES; (c) any existing LIENS specifically described on Schedule 1.82 hereof; (d) any LIEN on specifically allocated money or securities to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ secure payments under workmen’s compensation, unemployment insurance insurance, social security and other types of social security benefits similar LAWS, or to secure the performance of tenders, bids, leases, tenders or contracts (other than for the repayment of Indebtedness), borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligations, or bonds in the ordinary course of business; (B) arising as a result of progress payments under government contracts, (ve) purchase money Liens security interests in equipment (Aand security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) securing Indebtedness permitted under Section 7.2(iiinot to exceed, together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall purchase money security interests do not exceed attach to any limits on Indebtedness provided assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and the proceeds thereof; (f) interests of lessors under capital leases; (g) LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the ordinary course of business for herein sums not overdue or sums being diligently contested in good faith by appropriate procedures and shall otherwise be Permitted Indebtedness hereunderfor which adequate reserves have been set aside; (h) easements, (vi) Liens rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in each case not securing Permitted Subordinated Debt, provided that such Liens are subordinated to INDEBTEDNESS and not materially interfering with the Liens in favor conduct of Lender pursuant to a written agreement acceptable to Lenderthe business of the BORROWER or any of its SUBSIDIARIES; and (viii) Liens disclosed on Schedule 7.3subsequently arising LIENS which are expressly approved in advance of the creation of any such LIENS by the ADMINISTRATIVE AGENT in writing.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person’s business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of the Liens permitted by this clause (vi) and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in favor of form and substance satisfactory to Lender pursuant to a written agreement acceptable to Lenderin its Permitted Discretion; and (vii) Liens disclosed on Schedule 7.3; (viii) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial 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 business by Borrower; and (ix) Liens in respect of any writ of execution, attachment, garnishment, judgment or award in an amount less than $100,000, if (a) the time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being prosecuted in good faith and a stay of execution pending such appeal or proceeding for review has been secured, or (b) the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its responsibility to pay such claim and no action has been taken to enforce such execution, attachment, garnishment, judgment or award.

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, ; (iib) Liens imposed by law securing Debt that is permitted under Section 9.2.1(c); (c) Liens for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in the business of Borrower or its sole discretion, Subsidiaries; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (Bii) with respect to a non-material portion of the Collateral (other than Accounts or Inventory); (g) Liens arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a result collecting bank on Payment Items in the course of progress payments under government contractscollection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that are not overdue for a period of more than 30 days or are being Properly Contested; (vk) purchase money Liens (A) securing Indebtedness the Debt that is permitted under Section 7.2(iii9.2.1(f), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, ; provided that such Liens are subordinated at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of Lender pursuant customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to a written agreement acceptable the extent such Liens secure amounts not yet due; (n) existing Liens shown on Schedule 9.2.2. and replacement Liens on the property subject to Lendersuch Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (viio) Liens disclosed on Schedule 7.3in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated DebtMortgage Indebtedness, provided provided, that such Liens are subordinated shall not extend to any Collateral and Lender and the Liens in favor of Lender pursuant to Mortgagee shall have entered into a written agreement acceptable to Lender; satisfactory intercreditor agreement, and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower No Credit Party shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, and materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.37.3 to the Disclosure Schedule.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under existing on the Loan Documents or otherwise arising in favor date of Lender, this Agreement as shown on Exhibit E; (ii) Liens imposed by law for taxes (other than payroll taxes), assessments assessments, governmental charges or charges of any Governmental Authority for claims which are not yet due delinquent or which are being contested in good faith by appropriate proceedings promptly instituted and with respect to which adequate reserves diligently conducted and if a reserve or other appropriate provisions are being maintained by such Person provision, if any, as shall be required in accordance conformity with GAAP to the satisfaction of Lender in its sole discretion, shall have been made therefor; (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, suppliers, materialmen, and (B) repairmen or other like Liens imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only for and with respect to amounts not yet due delinquent or which are being contested in good faith by appropriate proceedings proceedings, and with respect to which adequate reserves if a reserve or other appropriate provisions are being maintained by such Person provision, if any, as shall be required in accordance conformity with GAAP to the satisfaction of Lender in its sole discretion, shall have been made therefor; (iv) Liens (Aother than any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits security; (v) Liens incurred or deposits made to secure the performance of tenders, bids, leases, contracts statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business (other than exclusive of obligations for the repayment payment of Indebtednessborrowed money); (vi) easements, statutory obligations rights-of-way, restrictions, minor defects or irregularities in title and other similar obligations, charges or encumbrances not interfering in any material respect with the business of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (Bvii) Liens securing reimbursement obligations with respect to documentary letters of credit which encumber documents and other property relating to such letters of credit and the products and proceeds thereof; (viii) Liens in favor of customs and revenue authorities arising as a result matter of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) law to secure payment of customs duties in connection with the purchase by such Person importation of equipment goods; (ix) judgment and attachment Liens not giving rise to a Potential Event of Default or an Event of Default; (x) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (xi) customary Liens securing indebtedness under interest rate protection agreements and foreign currency hedging arrangements; (xii) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower; (xiii) any interest or title of a lessor in the normal property subject to any capital lease obligation or operating lease entered into by the Borrower in the ordinary course of business, business provided that such payables shall not exceed the incurrence of any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, related indebtedness is permitted by this Agreement; (vixiv) Liens securing Permitted Subordinated Debt, provided that of banks in funds on deposit with such Liens are subordinated banks; (xv) Equipment liens reasonable and customary to the Liens Borrower's business not to exceed $500,000 in favor of Lender pursuant to a written agreement acceptable to Lenderthe aggregate; and (viixvi) extensions, renewals or regranting of any Liens disclosed on Schedule 7.3referred to in clauses (i) through (xv) above.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”"PERMITTED LIENS"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person's business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in favor of form and substance satisfactory to Lender pursuant to a written agreement acceptable to Lenderin its sole discretion; and in (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, Agent; (iib) Purchase Money Liens securing Purchase Money Debt permitted under Section 10.2.1(c); (c) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in the business of any Obligor or its sole discretion, Domestic Subsidiaries; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, licenses, statutory obligations and other similar obligationsobligations (including (i) workers’ compensation, unemployment insurance and other social security legislation and (ii) reimbursement or indemnification obligations of (Bincluding obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any of their Subsidiaries); (f) Liens arising as in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens securing judgments for the payment of money not constituting an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a result collecting bank on Payment Items in the course of progress payments under government contractscollection; (j) existing Liens shown on Schedule 10.2.2; (k) the replacement, extension or renewal of any Lien permitted by clause (vj), above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the principal amount thereof); (l) purchase money Liens (A) securing Indebtedness on Property not constituting Collateral that secured Debt permitted under Section 7.2(iii10.2.1(n), or ; (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vim) Liens securing existing on Property (other than Accounts and Inventory) at the time of its acquisition by an Obligor pursuant to a Permitted Subordinated DebtAcquisition, provided that so long as such Liens are subordinated to the Liens not created in favor contemplation of Lender pursuant to a written agreement acceptable to Lendersuch Acquisition; and (viin) Liens disclosed on Schedule 7.3.arising from precautionary UCC financing statements or similar filings;

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of LenderAgent and Liens in favor of Senior Notes Agent securing the obligations under the Senior Notes Agreement, and Liens in favor of the holders (iior any agent, representative or trustee for such holders) of any Refinancing Debt incurred in respect of the Senior Notes in compliance with the Refinancing Conditions (in each case, the priority of which shall be as provided in the Intercreditor Agreement or shall be more favorable to Agent and Secured Parties than as in effect on the Closing Date); (b) Purchase Money Liens securing Permitted Purchase Money Debt; (c) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carrierssimilar contractual Liens, warehousemen, mechanics, materialmen, which are not perfected and (B) other Liens imposed by law or that arise by operation of law in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and (ii) no enforcement action (including foreclosure) is being taken with respect to which adequate reserves such Lien or other appropriate provisions are being maintained by against the Collateral subject to such Person in accordance with GAAP to Lien, and (iii) such Liens do not materially impair the satisfaction value or use of Lender in its sole discretion, the Property or materially impair operation of the business of any Borrower or Subsidiary; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtednessexcept those relating to Borrowed Money), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), contracts or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant issuers of surety bonds; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a written agreement acceptable to Lender; judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (viiii) Liens disclosed at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Schedule 7.3.Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business;

Permitted Liens. Borrower shall not createThe term PERMITTED LIENS means: (a) liens for taxes, incur, assume or suffer to exist any Lien upon, in or againstassessments, or pledge of, any similar charges incurred in the ordinary course of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): business that are (i) Liens under the Loan Documents not yet due and payable or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which and payable but 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 in accordance with GAAP the terms and conditions of Section 6.8 hereof, provided that, in the case of liens under this clause (ii), a reserve against the BORROWING BASE shall have been established in the amount of the claims for any such taxes, assessments, or similar charges; (b) liens in favor of the LENDER; (c) any existing liens specifically described on Schedule 1.82 hereof; (d) any lien on specifically allocated money or securities to secure payments under workers compensation, unemployment insurance, social security and other similar LAWS, or to secure the satisfaction performance of Lender bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations or appeal bonds, or to secure leases, or indemnity, performance or other similar bonds in its sole discretionthe ordinary course of business; (e) purchase money security interests for EQUIPMENT not to exceed in aggregate amount outstanding at any one time the sum of Fifty Thousand Dollars ($50,000.00), provided that such purchase money security interests do not attach to any assets other than the specific item(s) of EQUIPMENT acquired with the proceeds of the loan secured by such purchase money security interests; (iii) (Af) statutory Liens liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of landlords, carriers, warehousemen, mechanics, materialmen, materialmen and (B) other Liens similar liens imposed by law or that arise by operation of law LAW which are incurred in the ordinary course of business from for sums not more than thirty (30) days delinquent or the date validity of creation thereof, in each case only for amounts not yet due or which are is being contested in good faith by appropriate proceedings promptly instituted and with respect diligently conducted, the outcome of such contest proceedings, if adversely determined, could not have a material adverse effect on any of the BORROWERS or the GUARANTORS, such contest proceedings have the effect of preventing the forfeiture or sale of such property subject to which adequate such liens, and reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP satisfactory to the satisfaction LENDER against the BORROWING BASE shall have been established for payment of Lender such sums, fees and expenses for which any of the BORROWERS would be liable if unsuccessful in its sole discretionsuch contest; and provided that such liens do not, (iv) Liens (A) incurred in any case, materially detract from the value of the property subject thereto or deposits made in interfere with the ordinary course conduct of the business of any of the BORROWERS; (includingg) easements, without limitationrights-of-way, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations restrictions and other similar obligationscharges or encumbrances which, in the aggregate, are not material in amount, and which in any case do not materially detract from the value of the property subject thereto or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection interfere with the purchase by such Person ordinary conduct of equipment in the normal course business of businessany of the BORROWERS; (h) liens securing judgments, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated but only to the Liens extent, for an amount, and for a period not resulting in favor of Lender pursuant to a written agreement acceptable to LenderDEFAULT or an EVENT OF DEFAULT; and (viii) Liens disclosed on Schedule 7.3subsequently arising liens which are expressly approved by the LENDER in writing in advance of the creation of any such liens.

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, Agent; (iib) Purchase Money Liens securing Permitted Purchase Money Debt; (c) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due or which are being contested in good faith by appropriate proceedings and Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA or the Code with respect to which adequate reserves any Pension Plan or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iiiMultiemployer Plan) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in its sole discretion, the business of any Borrower or Subsidiary; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that long as such Liens are subordinated at all times junior to Agent’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of Lender pursuant to depository institutions, and Liens of a written agreement acceptable to Lendercollecting bank on Payment Items in the course of collection; and (vii) Liens disclosed on Schedule 7.3.101 117877022_2

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or other governmental charges the payment of any Governmental Authority for claims which is not yet due or which are being contested in good faith at the time required 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 satisfaction of Lender in its sole discretion, section 9.3; (iii) (Ab) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and Liens of carriers, warehousemen, mechanics, materialmen, mechanics and (B) other Liens imposed by law or that arise by operation of law materialmen incurred in the ordinary course of business from the date of creation thereof, in each case only for amounts sums not yet due or the payment of which are being contested in good faith is not at the time required 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 satisfaction of Lender in its sole discretion, section 9.3; (ivc) Liens (Aother than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bondsi) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits security, or (ii) to secure (or to secure obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, in each, case not incurred or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase by such Person price of equipment in property; (d) any attachment or judgment Lien, unless the normal course of businessjudgment it secures shall not, provided that such payables within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not exceed have been discharged within 60 days after the expiration of any limits on Indebtedness provided for herein such stay; (e) leases or subleases granted to others, easements, rights-of-way, restrictions and shall otherwise be Permitted Indebtedness hereunderother similar charges or encumbrances, (vi) Liens securing Permitted Subordinated Debtin each case incidental to, provided that such Liens are subordinated to and not interfering with, the Liens in favor ordinary conduct of Lender pursuant to a written agreement acceptable to Lenderthe business of the Company or any Subsidiary; and (viif) Liens disclosed existing on the date of this Agreement and securing Debt of the Company and its Subsidiaries referred to in Schedule 7.3D. Person: a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency. Plan: an "employee pension benefit plan" (as defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any of its Related Persons, or an employee pension benefit plan as to which the Company or any of its Related Persons would be treated as a contributory sponsor under section 4069 of ERISA if it were to be terminated. Public Offering: the issuance by the Company in an initial registered public offering under the Securities Act of shares of its Common Stock. Purchaser: the party to this Agreement purchasing the number of shares opposite its name in Schedule A, and each subsequent holder from time to time of any of such shares of the Series B Preferred Stock.

Permitted Liens. Borrower shall not createMATERIAL ADVERSE EFFECT means, incurwith reference to the Company or the Subsidiary, assume a material adverse effect on the condition (financial or suffer to exist any Lien uponotherwise), in or againstoperations, business, assets, or pledge of, any prospects of the Collateral Company or the Subsidiary, or on its ability to consummate the transactions hereby contemplated. OTHER SUBSIDIARY shall mean any of its properties or assets or any of its sharescorporation, securities partnership, joint venture, association or other business entity at least fifty percent (50%) of the outstanding equity or ownership or partnership interests, whether now interests of which is at the time owned or hereafter acquiredcontrolled, except directly or indirectly, by the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes Company (other than payroll taxeswith respect to the Subsidiary), or by Subsidiary, or by one or more of such Other Subsidiary entities or both. OWNERSHIP THRESHOLD shall have the meaning set forth in the first paragraph of Section 7. PERMITTED LIENS shall mean (a) Liens for taxes and assessments or governmental charges of any Governmental Authority for claims or levies not yet at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings conducted with due diligence and for the payment of which the Company, Subsidiary or Other Subsidiary has furnished adequate security; (b) Liens in respect of pledges or deposits under workers' compensation laws or similar legislation, carriers', warehousemen's, mechanics', laborers' and materialmen's and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted with due diligence and with respect to for the payment of which the Company, Subsidiary or Other Subsidiary has furnished adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, security; and (iii) (Ac) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP incidental to the satisfaction conduct of Lender in its sole discretionthe business of the Company, (iv) Liens (A) Subsidiary or any Other Subsidiary which were not incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person borrowing of equipment money or the obtaining of advances or credits and which do not in the normal course aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (viid) Liens disclosed on Schedule 7.3purchase money liens or security interests securing the cost of acquisition of assets subject to such liens or security interests. PERSON shall include all natural persons, corporations, business trusts, associations, companies, partnerships, joint ventures and other entities and governments, agencies and political subdivisions. PLAN shall have the meaning ascribed to it in Section 3.1 hereof. PROPRIETARY INFORMATION shall have the meaning ascribed thereto in Section 3.16, above. PROPRIETARY INFORMATION AGREEMENT shall have the meaning ascribed to it in Section 3.19 hereof.

Permitted Liens. Borrower Trustor and Operating Lessee shall not be allowed to create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of otherwise permit the Collateral or any of its properties or assets or any of its shares, securities following encumbrances or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except liens with respect to the following Property (collectively, “Permitted Liens”): ) subject to the terms of the Loan Documents as to priority thereof: (i) Liens under the liens and security interests created by the Loan Documents or otherwise arising in favor of LenderDocuments, (ii) Liens imposed those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by law Beneficiary as of the Execution Date (“Permitted Exceptions”) (iii) liens, if any, for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Impositions not yet due and payable or delinquent or which are being diligently 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 satisfaction terms and conditions of Lender in its sole discretionSection 2.4 of the Deed of Trust, (iiiiv) (A) statutory Liens liens in respect of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens property or assets imposed by law or that arise by operation of law which were incurred in the ordinary course of business from the date of creation thereofbusiness, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made similar liens arising in the ordinary course of business (includingbusiness, without limitation, surety bonds and appeal bonds) in connection with liens for workers’ compensation, unemployment insurance and other types similar programs, in each case arising in the ordinary course of social security benefits business which are either not yet due and payable or to secure being diligently contested in good faith in accordance with the performance Deed of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contractsTrust, (v) purchase money Liens Leases and the Management Agreement, (Avi) securing Indebtedness permitted under Section 7.2(iii)easements, rights of way, or (B) in connection with the purchase restrictions incurred or entered into by such Person of equipment Trustor and/or Operating Lessee as applicable in the normal ordinary course of business, provided that such payables shall which in each case could not exceed be reasonably expected to have a material adverse effect, do not diminish in any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereundermaterial respect the value of the Property or affect in any material respect the validity, (vi) Liens securing Permitted Subordinated Debtenforceability or priority of the liens created by the Loan Documents, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and notwithstanding the introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Trustor and/or Operating Lessee as applicable is a party, (ix) any judgment lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the expiration of any stay, as applicable in either case provided there is no imminent risk of forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Beneficiary has approved or may approve in writing.

Permitted Liens. Borrower shall not createAs used herein, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, "Permitted Liens" means any of the Collateral following: (a) liens for taxes, assessments and governmental charges or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): levies (i) Liens under the Loan Documents not yet in default or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which that are being contested in good faith and by appropriate proceedings and with respect to which adequate diligently conducted, provided that in the case of liens under this clause (ii), reserves or other -------- appropriate provisions are being maintained by such Person shall have been established therefor in accordance with GAAP to generally accepted accounting principles ("GAAP") and enforcement of any such liens shall have been effectively stayed or fully bonded pending the satisfaction final determination of Lender in its sole discretionsuch proceeding, (iiib) (A) statutory Liens of landlords (provided that any liens imposed by law, such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenas materialmen's, mechanics' carriers', materialmen, workmen's and (B) repairmen's liens and other Liens imposed by law or that arise by operation of law similar liens arising in the ordinary course of business from the date securing obligations that are not overdue for a period of creation thereofmore than 60 days or which, in each case only for amounts not yet due or which if overdue, are being contested in good faith and by appropriate proceedings and with respect to which adequate diligently conducted, provided that reserves or other appropriate provisions are being maintained by such Person shall have -------- been established therefor in accordance with GAAP and enforcement of any such lien is effectively stayed or fully bonded pending the final determination of such proceeding, (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions or other restrictions, rights- of-way, minor encroachments, covenants or encumbrances on real property imposed by law or arising in the ordinary course of business that do not arise out of the incurrence of any indebtedness and that do not and could not reasonably be expected to materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Company or materially impair the use thereof to the satisfaction indebtedness; (e) judgments and other similar liens arising in connection with court proceedings in an amount not in excess of Lender $50,000, provided the execution or other enforcement of such liens is effectively stayed or fully bonded pending the final determination of the proceeding referred to below and the claims secured thereby are being contested in its sole discretiongood faith and by appropriate proceedings; and (f) liens (other than liens created or imposed under the Employee Retirement Income Security Act of 1974, (iv) Liens (Aas amended) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits security, or to secure the performance of tenderstender, statutory obligations, surety and appeal bonds, bids, leases, contracts (other than for the repayment of Indebtedness)government contracts, statutory obligations performance and return-of-money bonds and other similar obligations, or obligations (B) arising as a result exclusive in any case of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) obligations incurred in connection with the purchase by such Person borrowing of equipment in money or the normal course obtaining of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein advances or credit) and shall otherwise be Permitted Indebtedness hereunder, (vig) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated liens of General Electric Capital Corporation pursuant to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3Master Security Agreement dated February 4, 1997.

Permitted Liens. Borrower shall not create, incur, or assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the DIP Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole sale discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, mechanics or materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, and (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the other Liens in favor existence as of Lender pursuant to a written agreement acceptable to Lender; the Petition Date not otherwise described above and (vii) Liens disclosed on Schedule 7.37.3 .

Permitted Liens. Borrower Neither Obligor shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (i) fj. Liens under the created pursuant to any Loan Documents Document; fk. Purchase Money Liens securing Permitted Purchase Money Debt incurred in reliance on Section 10.2.1(c); fl. Liens for Taxes not yet delinquent or otherwise arising in favor of Lender, (ii) being Properly Contested; fm. contractual Liens and Liens imposed by law for taxes (other than payroll taxes)Liens for Taxes or imposed under ERISA) such as carriers’, assessments or charges warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the Ordinary Course of any Governmental Authority for claims Business, but only if (i) payment of the obligations secured thereby is not yet due delinquent or which are is 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 satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmenProperly Contested, and (Bii) other such Liens imposed by law do not materially impair the value or that arise by use of the Property or materially impair operation of law in the ordinary course business of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) any Obligor; fn. Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtednessexcept those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts; fo. Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; 101 fp. Liens arising by virtue of a judgment or judicial order to the extent such judgment does not constitute an Event of Default; fq. easements, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii)rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; fr. municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property, or in the case of any Real Estate subject to a mortgage in favor of the Term Loan Agent, encumbrances disclosed in the title insurance policy issued to the Term Loan Agent; fs. leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; ft. any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents, including any interest of a xxxxxx; fu. normal and customary rights of setoff upon deposits or securities in favor of depository institutions or brokerages, and Liens of a collecting bank on payment items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case shall such Liens secure (Beither directly or indirectly) the repayment of any Debt (other than on account of such overdrafts, netting or cash management); fv. Liens on amounts payable under insurance policies, and deposits arising in the Ordinary Course of Business, in connection with the purchase financing of insurance premiums; fw. Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person of equipment in the normal course Ordinary Course of businessBusiness in accordance with the past practices of such Person; fx. Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary in existence at the time such Subsidiary or property is acquired pursuant to a Permitted Acquisition; provided that (x) any Debt that is secured by such payables shall not exceed any limits on Indebtedness provided for herein Liens is permitted hereunder and shall otherwise be Permitted Indebtedness hereunder, (viy) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or assets of the Company or any Subsidiaries other than the property and assets subject to such Liens in favor at the time of Lender pursuant such Permitted Acquisition, together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted hereunder and such extension, renewal or replacement does not encumber any additional assets or properties of the Company or any Subsidiaries; 102 fy. security given to a written agreement acceptable to Lenderpublic or private utility or any Governmental Authority as required in the Ordinary Course of Business; and (vii) Liens disclosed on Schedule 7.3.fz. the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments;

Permitted Liens. Borrower shall not createThe term “PERMITTED LIENS” means: (a) LIENS for taxes, incur, assume or suffer to exist any Lien upon, in or againstassessments, or pledge of, any similar charges incurred in the ordinary course of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims business that are not yet due and payable or which are being contested in good faith by appropriate proceedings and compliance with respect the procedures set forth in Section 5.8 hereof; (b) LIENS in favor of the SECURED PARTIES; (c) any existing LIENS specifically described on Schedule 1.81 hereof; (d) any LIEN on specifically allocated money or securities to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ secure payments under workmen’s compensation, unemployment insurance insurance, social security and other types of social security benefits similar LAWS, or to secure the performance of tenders, bids, leases, tenders or contracts (other than for the repayment of Indebtedness), borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligations, or bonds in the ordinary course of business; (B) arising as a result of progress payments under government contracts, (ve) purchase money Liens security interests in equipment (Aand security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) securing Indebtedness permitted under Section 7.2(iiinot to exceed, together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall purchase money security interests do not exceed attach to any limits on Indebtedness provided assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and the proceeds thereof; (f) interests of lessors under capital leases; (g) LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the ordinary course of business for herein sums not overdue or sums being diligently contested in good faith by appropriate procedures and shall otherwise be Permitted Indebtedness hereunderfor which adequate reserves have been set aside; (h) easements, (vi) Liens rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in each case not securing Permitted Subordinated Debt, provided that such Liens are subordinated to INDEBTEDNESS and not materially interfering with the Liens in favor conduct of Lender pursuant to a written agreement acceptable to Lenderthe business of the BORROWER or any of its SUBSIDIARIES; and (viii) Liens disclosed on Schedule 7.3subsequently arising LIENS which are expressly approved in advance of the creation of any such LIENS by the REQUIRED LENDERS in writing.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): ” means the following, provided the same have no superior priority over Lender’s Lien in the Collateral and provided, further, the same do not encumber any Accounts: (ia) Liens deposits or pledges of Personal Property to secure obligations under the Loan Documents workmen’s compensation, social security or otherwise arising in favor similar Laws, or under unemployment insurance; (b) deposits or pledges of LenderPersonal Property to secure bids, (ii) Liens imposed by law for taxes tenders, contracts (other than payroll taxescontracts for the payment of money), assessments leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (c) mechanic’s, workmen’s, materialmen’s or charges other like Liens arising in the ordinary course of any Governmental Authority for claims business with respect to obligations which are not yet due due, or which are being contested in good faith by appropriate proceedings full compliance with Section 6.6 of this Agreement; (d) Liens and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person encumbrances in accordance with GAAP to favor of Lender; (e) Purchase Money Liens; (f) Liens set forth on Schedule 1.1 (c) of the satisfaction of Lender in its sole discretion, Information Certificate; (iiig) (A) statutory Liens of landlords (provided that any such landlord has executed arising as a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation matter of law for taxes, assessments, or similar charges, incurred in the ordinary course of business from the date of creation thereof, in each case only for amounts and which are not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves payable; (h) encumbrances consisting of zoning restrictions, easements or other appropriate provisions are being maintained by such Person in accordance with GAAP to restrictions on the satisfaction use of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed Real Property set forth on Schedule 7.3B of the title insurance policies accepted by Lender at Closing, none of which materially impairs the use of such Real Property or the value thereof, and none of which is violated in any material respect by existing structures or land use.

Permitted Liens. Borrower Lessee shall not not, directly or indirectly, create, incur, assume or suffer to exist any Lien upon, in on or against, or pledge ofwith respect to this Lease, any Item of the Collateral Equipment, title thereto or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredinterest therein, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor respective rights of LenderOwner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due or which are being contested in good faith by appropriate proceedings and so long as adequate reserves are maintained with respect to which adequate reserves or other appropriate provisions are being maintained by such Person Taxes in accordance with GAAP to the satisfaction of Lender in its sole discretion, GAAP; (iiiiv) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenmaterialmen’s, mechanics’, materialmenworkmen’s, and (B) repairmen’s, employees’ or other like Liens imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only and for amounts the payment of which is either not yet due delinquent or which are is being contested in good faith by appropriate proceedings (and with respect to for which adequate reserves or other appropriate provisions are being maintained by such Person have been made in accordance with GAAP GAAP, or if required to contest the satisfaction of Lender in its sole discretionsame, adequate security has been posted by Lessee); and (ivv) Liens (A) incurred or deposits made for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (including, without limitation, surety bonds and appeal bonds) for which adequate reserves have been made in connection accordance with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligationsGAAP, or (B) arising if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of progress payments under government contractsany such Lien or the respective interests of Lessor, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii)Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, or (B) in connection at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with the purchase by such Person respect to any Item of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to LenderEquipment. REGISTRATION; and (vii) Liens disclosed on Schedule 7.3.PERFECTION OF OWNER’S TITLE; LIENS

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, ; (iib) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 9.2.1; (c) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in the business of Borrower or any of its sole discretion, Subsidiaries; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that long as such Liens are subordinated at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrower or any of its Subsidiaries, or any Property of Borrower or any of its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of Lender pursuant to depository institutions, and Liens of a written agreement acceptable to Lendercollecting bank on Payment Items in the course of collection; and (viij) existing Liens disclosed shown on Schedule 7.39.2.2.

Permitted Liens. Borrower and Operating Lessee shall not be allowed to create, incur, assume or suffer to exist any Lien upon, in or against, otherwise permit the following encumbrances or pledge of, any other liens with respect to the Property (“Permitteed Liens”) subject to the terms of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): Loan Documents as to priority thereof: (i) Liens under the liens and security interests created by the Loan Documents or otherwise arising in favor of LenderDocuments, (ii) Liens imposed those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by law Lender as of the Execution Date (“Permitted Exceptions”) (iii) liens, if any, for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Impositions not yet due and payable or delinquent or which are being diligently 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 satisfaction terms and conditions of Lender in its sole discretionSection 2.4 of the Mortgage, (iiiiv) (A) statutory Liens liens in respect of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens property or assets imposed by law or that arise by operation of law which were incurred in the ordinary course of business from the date of creation thereofbusiness, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made similar liens arising in the ordinary course of business (includingbusiness, without limitation, surety bonds and appeal bonds) in connection with liens for workers’ compensation, unemployment insurance and other types similar programs, in each case arising in the ordinary course of social security benefits business which are either not yet due and payable or to secure being diligently contested in good faith in accordance with the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contractsMortgage, (v) purchase money Liens Leases and the Management Agreement, (Avi) securing Indebtedness permitted under Section 7.2(iii)easements, rights of way, or (B) in connection with the purchase restrictions incurred or entered into by such Person of equipment Borrower and/or Operating Lessee as applicable in the normal ordinary course of business, provided that such payables shall which in each case could not exceed be reasonably expected to have a material adverse effect, do not diminish in any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereundermaterial respect the value of the Property or affect in any material respect the validity, (vi) Liens securing Permitted Subordinated Debtenforceability or priority of the liens created by the Loan Documents, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and notwithstanding the introductory clause to this Section 10.7 to the contrary, is not secured by the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Borrower and/or Operating Lessee as applicable is a party, (ix) any judgment lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the expiration of any stay, as applicable in either case provided there is no imminent risk of forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Lender has approved or may approve in writing.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, As used in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “this Agreement "Permitted Liens”): " --------------- shall mean (i) Liens under any Encumbrances disclosed on the Loan Documents Balance Sheet or otherwise arising in favor of Lender, on Schedule 5.10(e); (ii) Liens imposed by law liens for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes which are not yet due and payable or delinquent or which are being contested by Devnet in good faith by appropriate proceedings and and, with respect to which adequate reserves provision has been made by Devnet on its financial statements (whether or other appropriate provisions are being maintained by such Person in accordance with GAAP not required to the satisfaction of Lender in its sole discretionbe disclosed under GAAP), (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law liens incurred in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits benefits; (iv) mechanics', carriers', workmen's, repairmen's, suppliers', vendors' or to secure other like liens arising out of or incurred in the performance ordinary course of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, business; (v) liens arising under original purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection price conditional sales contracts and equipment leases with the purchase by such Person of equipment third parties entered into in the normal ordinary course of business; (vi) liens created by or existing from any litigation or legal proceeding that is being contested by Devnet; (vii) any Encumbrances not created by Devnet which attach to or affect all or any portion of the fee or other estate of any landlord owning Leased Real Property (collectively, "Landlord Encumbrances"); (viii) extensions, renewals or replacements of any lien for money borrowed by Devnet, provided that the amount of the obligations secured thereby is not increased and that any such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunderextension, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated renewal or replacement is limited to the Liens in favor property originally encumbered thereby; (ix) rights of Lender pursuant landlords which are parties to a written agreement acceptable to Lenderany of the agreements listed on Schedule 5.1(a), including all liens, claims and other rights arising under such agreements; (x) rights of parties arising out of contracts and agreements listed on Schedule 5.1(c) between Devnet and any owners or property managers or between Devnet and any telecommunications or data service providers, cable television providers or similar providers; and (viixi) Liens disclosed on Schedule 7.3rights of landlords or property managers, telecommunications or data service providers, cable television providers or similar providers with respect to contracts, agreements, leases and licenses which Devnet may hereafter enter into with such parties in compliance with Article VII.

Permitted Liens. Borrower shall not createThe term “PERMITTED LIENS” means: (a) LIENS for taxes, incur, assume or suffer to exist any Lien upon, in or againstassessments, or pledge of, any similar charges incurred in the ordinary course of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims business that are not yet due and payable (or which are being contested in good faith by appropriate proceedings and compliance with respect the provisions of Section 4.5 hereof); (b) LIENS in favor of the SECURED PARTIES; (c) any existing LIENS specifically described on Schedule 1.13 hereof; (d) any LIEN on specifically allocated money or securities to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ secure payments under workmen’s compensation, unemployment insurance insurance, social security and other types of social security benefits similar LAWS, or to secure the performance of tenders, bids, leases, tenders or contracts (other than for the repayment of Indebtedness), borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligations, or bonds in the ordinary course of business; (B) arising as a result of progress payments under government contracts, (ve) purchase money Liens security interests in equipment (Aand security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) securing Indebtedness permitted under Section 7.2(iiinot to exceed in aggregate amount outstanding together with all other secured purchase money financing of the BORROWER and of its SUBSIDIARIES at any one time the sum of Two Million Dollars ($2,000,000.00), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall purchase money security interests do not exceed attach to any limits on Indebtedness provided assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and the proceeds thereof; (f) LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the ordinary course of business for herein sums not overdue or sums being diligently contested in good faith by appropriate procedures and shall otherwise be Permitted Indebtedness hereunderfor which adequate reserves have been set aside; (g) easements, (vi) Liens rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies relating to real property owned or occupied by the GUARANTOR, in each case not securing Permitted Subordinated Debt, provided that such Liens are subordinated to INDEBTEDNESS and not materially interfering with the Liens in favor conduct of Lender pursuant to a written agreement acceptable to Lenderthe business of the GUARANTOR; and (viih) Liens disclosed on Schedule 7.3subsequently arising LIENS which are expressly approved in advance of the creation of any such LIENS by the ADMINISTRATIVE AGENT in writing.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents securing taxes, assessments or otherwise arising in favor of Lendergovernmental charges or levies for amounts that are not yet due and payable, (ii) Liens imposed by law for taxes (other than payroll taxes)of suppliers, assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretioncarriers, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriersmaterialmen, warehousemen, mechanicsworkmen or mechanics and other similar Liens, materialmen, and (B) other Liens in each case imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only and for amounts that are not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, payable; (iviii) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance insurance, social security and other types like laws (excluding Liens arising under ERISA); (iv) pledges or cash deposits made in the ordinary course of social security benefits or business (a) to secure the performance of bids, tenders, bids, leases, sales or other trade contracts (other than for the repayment of Indebtednessborrowed money or the payment of a deferred purchase price for property or services,) or (b) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds (in each case not related to judgments or litigation); (v) Liens of landlords and mortgagees of landlords (a) with respect to any landlord, statutory solely arising by statute or, with respect to any mortgagee arising by statute or under any contractual obligations entered into in the ordinary course of business, (b) on fixtures and movable tangible property located on the real property leased or subleased from such landlord, (c) for amounts not yet due or that are being contested in good faith by appropriate proceedings diligently conducted and (d) for which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP; (vi) non-exclusive Intellectual Property licenses granted in the ordinary course of business; (vii) Liens in favor of collecting banks arising under Section 4-210 of the UCC and other similar obligationsbanker’s liens arising by operation of law; (viii) Liens on fixed assets securing purchase money Indebtedness permitted under Section 7.6; provided that, (a) such Lien attached to such assets concurrently, or within 20 days of the acquisition thereof, and only to the assets so acquired, and (b) a description of the asset acquired is furnished to Lender; (ix) Liens existing on the Closing Date and shown on Schedule “1.1(b)” attached hereto and made part hereof; and (x) Liens securing appeal bonds and judgments with respect to judgments that do not otherwise result in or cause an Event of Default. Permitted Tax Distributions – Distributions from ADC to Parent that meet each of the following conditions: (i) the amount of such Distributions for each fiscal quarter, and for each fiscal year on an aggregate basis, shall not exceed (without duplication) the lesser of (A) the aggregate income tax liability for the applicable period of an affiliated, combined, consolidated or unitary group that includes Parent, ADC or any Subsidiary of ADC (or both ADC and one of more such Subsidiaries) and (B) the aggregate income tax liability that would be determined for the applicable period if ADC filed tax returns as the common parent of an affiliated, combined, consolidated or unitary group that included only ADC and its Subsidiaries, provided, however that reasonable estimates of such amounts in (A) or (B) arising as a result of progress payments under government contractsfor each fiscal quarter with respect to estimated income taxes shall not violate this clause (i), (vii) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), Borrowers have not made any payment directly to the applicable Government Authority Person attributable to or (B) in connection with the purchase income tax liability to be paid by the proceeds of such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunderDistributions, (viiii) Liens securing Permitted Subordinated DebtParent shall actually use such Distributions to pay the income tax liabilities of an affiliated, provided combined, consolidated or unitary group that includes Parent and one or more of the Borrowers within five (5) Business Days of receipt, and (iv) Parent shall promptly, but in no event more than five (5) Business Days of determining than an excess exists, refund to ADC the excess of the amount of Distributions made for each such Liens fiscal quarter and fiscal year on aggregate basis over the income tax liability that would have been determined for each such period it Parent had filed tax returns as the common parent of an affiliated, combined, consolidated or unitary group that included only Parent and Borrowers. Person – An individual, partnership, corporation, trust, limited liability company, limited liability partnership, unincorporated association or organization, joint venture or any other entity. Plan – An “Employee Pension Benefit Plan” (as defined in Section 3(2) of ERISA), a “voluntary employees’ beneficiary association” (within the meaning of Section 501(a)(9) of the Code, or a “welfare benefit fund” (within the meaning of Section 419 of the Code), which is maintained, or to which contributions are, or are subordinated required to the Liens be, made, by any Loan Party, any Loan Party’s Subsidiaries or any ERISA Affiliate, except a Multiemployer Plan. Pledge Agreement – That certain collateral pledge agreement executed by Parent and ADC in favor of Lender pursuant on or prior to a written agreement acceptable the Closing Date, in form and substance satisfactory to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of LenderAgent, for the benefit of itself and Lenders, (iib) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iiic) (Ai) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of landlords, carriers, warehousemen, mechanics, materialmen, and (Bii) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereofbusiness, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender Agent in its sole discretionPermitted Discretion, (ivd) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (ve) purchase money Liens (Ai) securing Indebtedness permitted under Section 7.2(iii7.2(c), or (Bii) in connection with the purchase by such Person of equipment in the normal course of business; provided, provided that such payables secured Indebtedness shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vif) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person’s business; provided, provided that Agent has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Agent and each Lender, all in favor of Lender pursuant form and substance satisfactory to a written agreement acceptable to Lender; and Agent in its Permitted Discretion, (viig) Liens disclosed on Schedule 7.3, (h) easements, reservations, exceptions, rights-of-way, covenants, conditions, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not substantial 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 business by the Borrower, (i) liens in respect of any writ of execution, attachment, garnishment, judgment or award in an amount less than $100,000, if (x) the time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being prosecuted in good faith and a stay of execution pending such appeal or proceeding for review has been secured, or (y) the underlying claim is fully covered by insurance, the insurer has acknowledged in writing its responsibility to pay such claim and no action has been taken to enforce such execution, attachment, garnishment, judgment or award, (j) liens of lessors (except liens on Accounts are not permitted under any circumstances) under or in connection with operating leases, and (k) liens on cash collateral accounts established to secure Borrower’s reimbursement obligations with respect to letters of credit.

Permitted Liens. Borrower Affiliated Guarantor and Operating Lessee shall not be allowed to create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of otherwise permit the Collateral or any of its properties or assets or any of its shares, securities following encumbrances or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except liens with respect to the following Property (collectively, “Permitted Liens”): ) subject to the terms of the Security Documents as to priority thereof: (i) Liens under the liens and security interests created by the Fairmont Loan Documents or otherwise arising in favor of LenderDocuments, (ii) Liens imposed those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by law Lender as of the Execution Date (“Permitted Exceptions”) (iii) liens, if any, for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Impositions not yet due and payable or delinquent or which are being diligently 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 satisfaction terms and conditions of Lender in its sole discretionSection 2.4 of the Mortgage, (iiiiv) (A) statutory Liens liens in respect of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens property or assets imposed by law or that arise by operation of law which were incurred in the ordinary course of business from the date of creation thereofbusiness, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made similar liens arising in the ordinary course of business (includingbusiness, without limitation, surety bonds and appeal bonds) in connection with liens for workers’ compensation, unemployment insurance and other types similar programs, in each case arising in the ordinary course of social security benefits business which are either not yet due and payable or to secure being diligently contested in good faith in accordance with the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contractsMortgage, (v) purchase money Liens Leases and the Management Agreement, (Avi) securing Indebtedness permitted under Section 7.2(iii)easements, rights of way, or (B) in connection with the purchase restrictions incurred or entered into by such Person of equipment Affiliated Guarantor and/or Operating Lessee as applicable in the normal ordinary course of business, provided that such payables shall which in each case could not exceed be reasonably expected to have a material adverse effect, do not diminish in any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereundermaterial respect the value of the Property or affect in any material respect the validity, (vi) Liens securing Permitted Subordinated Debtenforceability or priority of the liens created by the Security Documents, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and notwithstanding the introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Affiliated Guarantor and/or Operating Lessee as applicable is a party, (ix) any judgment lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the expiration of any stay, as applicable in either case provided there is no imminent risk of forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Lender has approved or may approve in writing.

Permitted Liens. Permitted Liens" means: (a) liens for taxes not delinquent, or which are being contested in good faith and by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made; (b) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance; (c) deposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money), leases, easements, minor survey exceptions, zoning restrictions, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (d) purchase money mortgages or security interests, conditional sale arrangements and other similar security interests, on motor vehicles and equipment acquired by any Borrower (hereinafter referred to individually as a "Purchase Money Security Interest") with the proceeds of the Indebtedness referred to in Section 7.1, PROVIDED, HOWEVER, that (i) the transaction in which any Purchase Money Security Interest is proposed to be created is not then prohibited by this Agreement; (ii) any Purchase Money Security Interest shall attach only to the property or asset acquired in such transaction and shall not extend to or cover any other assets or properties of the Borrower or any Subsidiary; (iii) the Indebtedness secured or covered by any Purchase Money Security Interest shall not exceed the lesser of the cost or fair market value of the property or asset acquired and shall not be renewed, extended or prepaid from the proceeds of any borrowing; and (iv) the aggregate amount of all Indebtedness secured by Purchase Money Security Interests on a consolidated basis for the Borrower shall not createat any time exceed $500,000; (e) mechanic's, incurworkmen's, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities materialmen's or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise like liens arising in favor the ordinary course of Lenderbusiness with respect to obligations which are not due, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings which suspend the collection thereof and with in respect to of which adequate reserves or other appropriate provisions are being maintained by such Person have been made; (f) liens and encumbrances in accordance with GAAP to the satisfaction favor of Lender in its sole discretion, Lender; (iiig) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) liens granted in connection with the lease or purchase of property or assets financed by borrowings permitted by Section 7.1 (provided, however, that no such Person borrowings permitted by Section 7.1 may be secured by liens on any of equipment the Collateral); (h) judgment liens not affecting the Collateral and not resulting in the normal course an Event of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to LenderDefault under Section 8.2(h); and (viii) Liens disclosed liens set forth on Schedule 7.3SCHEDULE 1.36.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): For purposes hereof "PERMITTED LIENS" means (i) Liens under liens (including extensions and renewals thereto) upon property (whether real, personal, tangible or intangible) acquired after the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (Issue Date provided that any such landlord has executed lien shall not extend to or cover any acquired property or assets other than such item(s) of property or assets and any improvements on such item(s); (ii) any interest or title of a Landlord Waiver and Consent lessor in form and substance satisfactory the property subject to Lenderany capitalized lease obligation or operating lease; (iii) and liens on property of, or on shares of carrierscapital stock or indebtedness of, warehousemenany person existing at the time such person becomes, mechanicsor becomes a part of, materialmenthe Issuer or any subsidiary of the Issuer; provided that such liens do not extend to or cover any property or assets of the Issuer or any subsidiary of the Issuer, and other than the property or assets acquired; (Biv) other Liens imposed liens in favor of the Issuer or any subsidiary of the Issuer; (v) liens securing reimbursement obligations with respect to letters of credit secured by law or that arise by operation of law Issuer in the ordinary course of business from the date of creation thereofthat encumber cash deposits, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves documents or other appropriate provisions are being maintained property relating to such letters of credit and the products and proceeds thereof; (vi) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of products entered into by such Person in accordance with GAAP to the satisfaction Issuer or any of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made subsidiaries in the ordinary course of business of the Issuer and its subsidiaries; (includingvii) liens securing the Issuer's obligations in respect of bankers' acceptances issued or created to facilitate the purchase, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and shipment or storage of inventory or other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment products in the normal ordinary course of business which are limited to the inventory or products related thereto; (viii) licenses, escrows or any security interests arising in the ordinary course of business, provided that such payables shall not exceed granted by the Issuer with respect to any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, intellectual property owned by the Issuer; (viix) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated liens encumbering property acquired by the Issuer upon the acquisition of another entity subsequent to the Liens Issue Date; provided, that, the Issuer has agreed to assume the indebtedness of such acquired entity; (x) liens securing other indebtedness hereinafter created in favor an amount (in the aggregate) not to exceed the sum of Lender pursuant One Million Five Hundred Thousand Dollars ($1,500,000) plus the amount of credit provided to the Issuer by a written agreement acceptable bank, finance company or other institutional lender in the ordinary course of the lender's business as senior indebtedness; (xi) liens in existence on the Issue Date; (xii) liens securing assets acquired by the Issuer; provided such liens were in existence prior to Lenderthe date of such acquisition by the Issuer; and (viixiii) Liens disclosed purchase money liens on Schedule 7.3property of the Issuer to finance or secure a portion of the purchase price thereof provided that in each case such lien should be limited to the property so acquired and the indebtedness secured by the lien does not exceed the purchase price of the property.

Permitted Liens. Borrower Lessee shall not not, directly or indirectly, create, incur, assume or suffer to exist any Lien upon, in on or against, or pledge ofwith respect to this Lease, any Item of the Collateral Equipment, title thereto or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredinterest therein, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor respective rights of LenderOwner, Lessor and Lessee as herein provided; (ii) Lessor’s Liens; (iii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due or which are being contested in good faith by appropriate proceedings and so long as adequate reserves are maintained with respect to which adequate reserves or other appropriate provisions are being maintained by such Person Taxes in accordance with GAAP to the satisfaction of Lender in its sole discretion, GAAP; (iiiiv) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenmaterialmen’s, mechanics’, materialmenworkmen’s, and (B) repairmen’s, employees’ or other like Liens imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only and for amounts the payment of which is either not yet due delinquent or which are is being contested in good faith by appropriate proceedings (and with respect to for which adequate reserves or other appropriate provisions are being maintained by such Person have been made in accordance with GAAP GAAP, or if required to contest the satisfaction of Lender in its sole discretionsame, adequate security has been posted by Lessee); and (ivv) Liens (A) incurred or deposits made for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (including, without limitation, surety bonds and appeal bonds) for which adequate reserves have been made in connection accordance with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligationsGAAP, or (B) arising if required to contest the same, adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable likelihood of the sale, forfeiture, confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in the course of any such proceedings, or as a result of progress payments under government contractsany such Lien or the respective interests of Lessor, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii)Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, or (B) in connection at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with the purchase by such Person respect to any Item of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to LenderEquipment. 47 ARTICLE 17 REGISTRATION; and (vii) Liens disclosed on Schedule 7.3.PERFECTION OF OWNER’S TITLE; LIENS

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iv) Liens (A) incurred or for deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, compensation unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leasesleases (including under Capitalized Lease Obligations), contracts (other than for the repayment of in Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government governmental contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of businessLiens, provided that such payables the aggregate amount of outstanding Indebtedness secured thereby by Collateral other than inventory at any time shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder$350,000, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person’s business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Revolving Facility and to the Obligations and all of the rights and remedies of Lender, all in favor of form and substance satisfactory to Lender pursuant to a written agreement acceptable to Lenderin its sole discretion; and (vii) Liens disclosed on Schedule 7.3, and (viii) Liens securing Mezzanine Debt.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenwarehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person's business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in favor of form and substance satisfactory to Lender in its sole discretion, (vii) Liens pursuant to a written agreement acceptable to Lender; Permitted Subordinated Debt in accordance with the terms of the Subordination Agreement, and (viiviii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, Agent; (iib) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 9.2.1(c); (c) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (j) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in its sole discretion, the business of any Borrower or Subsidiary; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that long as such Liens are subordinated at all times junior to Agent’s Liens and are required or provided by Law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for less than twenty (20) consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of Lender pursuant to depository institutions, and Liens of a written agreement acceptable to Lendercollecting bank on Payment Items in the course of collection; and (viik) existing Liens disclosed shown on Schedule 7.39.2.2.

Permitted Liens. Borrower and its Subsidiaries shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii)) of the Disclosure Letter, or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person’s business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in favor form and substance satisfactory to Lender in its Permitted Discretion; (vii) Liens on cash pledged to banks issuing letters of Lender pursuant to a written agreement acceptable to Lendercredit for the account of the Borrowers in accordance with Section 7.2(vi); and (viiviii) Liens disclosed on Schedule 7.37.3 of the Disclosure Letter.

Permitted Liens. Borrower Neither Obligor shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Debenture Documents or otherwise arising in favor of LenderDebenture Holder, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender Debenture Holder in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to LenderDebenture Holder) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender Debenture Holder in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender Debenture Holder pursuant to a written agreement acceptable to LenderDebenture Holder; and (vii) Liens disclosed on Schedule 7.3; (viii) Liens in favor of Capital Source granted pursuant to the “Security Documents” (as defined in the Credit Agreement) and (ix) Liens in favor of Seller granted pursuant to the “Security Documents” (as defined in the Security Agreement).

Permitted Liens. Borrower Lessee shall not not, directly or indirectly, create, incur, assume or suffer to exist any Lien upon, in on or against, or pledge ofwith respect to this Lease, any Item of the Collateral Equipment, title thereto or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredinterest therein, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor respective rights of Lender, Lessor and Lessee as herein provided; (ii) a Lessor’s Lien; (iii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due or which are being contested in good faith by appropriate proceedings and so long as adequate reserves are maintained with respect to which adequate reserves or other appropriate provisions are being maintained by such Person Taxes in accordance with GAAP to the satisfaction of Lender in its sole discretion, GAAP; (iiiiv) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemeninchoate materialmen’s, mechanics’, materialmenworkmen’s, and (B) repairmen’s, employees’ or other like Liens imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only and for amounts the payment of which is either not yet due delinquent or which are is being contested in good faith by appropriate proceedings (and with respect to for which adequate reserves or other appropriate provisions are being maintained security has been posted by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, Lessee); and (ivv) Liens (A) incurred or deposits made for airport, navigation, and en-route charges arising in the ordinary course of business and for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings (includingand for which adequate security has been posted by Lessee). Lessee shall not be permitted to contest any Lien if such contest gives rise to any reasonable possibility of the sale, without limitationforfeiture, surety bonds and appeal bonds) confiscation, distraint, seizure or loss of any Item of Equipment or any interest therein in connection with workers’ compensation, unemployment insurance and other types the course of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligationsany such proceedings, or (B) arising as a result of progress payments under government contractsany such Lien or the respective interests of Lessor or any Financing Party will be adversely affected. Lessee shall promptly, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii)at its own expense, or (B) in connection take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with the purchase by such Person respect to any Item of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender Equipment. *** Material has been omitted pursuant to a written agreement acceptable to Lender; request for confidential treatment and (vii) Liens disclosed on Schedule 7.3.filed separately with the SEC

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, Agent; (iib) Purchase Money Liens securing Purchase Money Debt that is permitted under Section 9.2.1(c); (c) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in its sole discretion, the business of any Borrower or Subsidiary; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that long as such Liens are subordinated at all times junior to Agent’s Liens and are required or provided by Law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower or Subsidiary, as long as such Liens are (i) in existence for less than twenty (20) consecutive days or being Properly Contested, and (ii) at all times junior to Agent’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of Lender pursuant to depository institutions, and Liens of a written agreement acceptable to Lendercollecting bank on Payment Items in the course of collection; and (viij) existing Liens disclosed shown on Schedule 7.39.2.2.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 Borrower in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iii) (A) statutory Liens of landlords (provided that any such landlord at a location where books and records are kept has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 Borrower in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person --------------- Borrower of equipment in the normal course of business, provided that such -------- payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person's business, provided that Lender has -------- consented to such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lenderwriting before their creation and existence; and (vii) Liens disclosed on Schedule 7.3.. -------------

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens on Property of Borrower and its Restricted Subsidiaries existing on the Closing Date and set forth on Schedule 10.2.2; provided, that such Liens shall secure only those obligations that they secure on the Closing Date (and extensions, renewals and Refinancings of such obligations permitted by Section 10.2.1(a)) and shall not subsequently apply to any other Property of Borrower or any of its Restricted Subsidiaries; (b) any Lien created under the Loan Documents (or otherwise arising securing the Obligations) or permitted in favor respect of Lenderany Mortgaged Property by the terms of the applicable Mortgage; (c) any Lien on any Property of Borrower or any Restricted Subsidiary securing Debt or Permitted Refinancing Debt permitted by Section 10.2.1(h); provided, that (i) such Lien does not apply to any other Property of Borrower or any Restricted Subsidiary not securing such Debt at the date of the acquisition of such Property (other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such date and which Debt and other obligations are permitted hereunder that require a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) such Lien is not created in contemplation of or in connection with such acquisition and (iii) in the case of a Lien securing Permitted Refinancing Debt, such Lien is permitted in accordance with clause (e) of the definition of the term “Permitted Refinancing Debt”; (d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP; (e) Liens imposed by law (including, without limitation, Liens in favor of customers for taxes (equipment under order or in respect of advances paid in connection therewith) such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than payroll taxes), assessments 45 days or charges of any Governmental Authority for claims not yet due or which that are being contested in good faith by appropriate proceedings and with in respect to which of which, if applicable, Borrower or any Restricted Subsidiary shall have set aside on its books adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.GAAP;

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral Collateral, any of its membership interests in the Joint Venture (including any rights to receive profits or distributions) or any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenwarehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted the MHR Subordinated Debt, provided that such (vii) Liens are subordinated consisting of pledges of Borrower’s membership interests in the Joint Venture solely to lenders to the Liens in favor Joint Venture as long as (a) the terms and conditions of Lender pursuant any documents, agreements and other instruments relating to a written agreement acceptable to Lender; such financing do not violate this Agreement or any of the other Loan Documents and (viib) such financing is non-recourse to Borrower, any Guarantor and any of their properties and assets (other than such membership interests) and (viii) Liens disclosed on Schedule 7.3; provided, that the Lien in favor of Gilbraltar Bank, FSB shall not extend to any additional collateral or secure any Indebtedness in excess of $300,000.

Permitted Liens. Borrower shall The words “Permitted Liens” (1) Any liens existing on the date of this Agreement and disclosed in writing to Lender or arising under this Agreement or the Related Documents; (2) liens for taxes, fees, assessments or other governmental charges or levies, either not createdelinquent or being contested in good faith by appropriate proceedings, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, provided the same have no priority over any of the Collateral Bank’s security interests; (3) liens (i) upon or in any equipment acquired or held by Borrower or any of its properties Subsidiaries to secure the purchase price of such equipment or assets indebtedness incurred solely for the purpose of financing the acquisition of such equipment, or any (ii) existing on such equipment at the time of its sharesacquisition, securities provided that the lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment; (4) liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security or other equity like obligations incurred in the ordinary course of business; (5 ) liens arising from judgments, decrees or ownership or partnership interests, whether now owned or hereafter acquired, except the following attachments in circumstances not constituting an Event of Default under Section 13.10; (collectively, “Permitted Liens”): (i6) Liens under the Loan Documents or otherwise arising liens in favor of Lenderother financial institutions arising in connection with accounts at such institutions to secure standard fees for services, but not arising in connection with financing made available by such institution, provided that the aggregate amount of such fees does not exceed $250,000; (ii7) Liens imposed by law for taxes (carriers’ warehousemen’s, mechanics, materialmen’s, repairmen’s or other than payroll taxes), assessments or charges like liens arising in the ordinary course of any Governmental Authority for claims business which are not yet due delinquent or which are being contested in good faith and by appropriate proceedings and with respect to for which Borrower maintains adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to GAAP; (8) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the satisfaction of Lender aggregate, are not substantial in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmenamount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of Borrower or any applicable Subsidiary; (B9) leases or subleases and licenses or sublicenses granted to others in the ordinary course of business, subject to Bank’s Security Interest in the Collateral, and which do not interfere in any material respect with the business operations of the Borrower or any applicable Subsidiary; (10) liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (11) other Liens imposed by law or that arise by operation of law liens not described above arising in the ordinary course of business from the date of creation thereof, in each case only for amounts and not yet due having or which are being contested in good faith by appropriate proceedings not reasonably likely to have a Material Adverse Effect on Borrower and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligationsSubsidiaries taken as a whole, or on any of the Collateral; and (B12) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) liens incurred in connection with the purchase extension, renewal or refinancing of the indebtedness secured by such Person liens of equipment the type described in the normal course of businessclauses (1) through (3) above, provided that such payables any extension, renewal or replacement lien shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated limited to the Liens in favor property encumbered by the existing lien and the principal amount of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3the indebtedness being extended, renewed or refinanced does not increase.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”"PERMITTED LIENS"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, ,; (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of an Equipment Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume Create or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquiredProperty, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, Agent; (iib) Purchase Money Liens securing Permitted Purchase Money Debt; (c) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in its sole discretion, the business of any Obligor or Subsidiary; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that long as such Liens are subordinated at all times junior to Agent’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business and, to the extent that any such Liens encumber Collateral that is included in favor the Borrowing Base or books and records related thereto, that are subject to Lien Waivers or a Rent and Charges Reserve; (g) Liens arising by virtue of Lender pursuant a judgment or judicial order against any Obligor or Subsidiary, or any Property of an Obligor or Subsidiary (or Liens securing any appeal or other surety bonds relating to a written agreement acceptable such judgments), as long as such Liens are (i) to Lender; the extent not securing any appeal or other surety bonds relating to such judgments, in existence for less than 20 consecutive days or being Properly Contested, and (viiii) and, to the extent the property encumbered by such Liens disclosed on Schedule 7.3.constitutes Collateral, at all times junior to Agent’s Liens; -60-

Permitted Liens. Borrower shall not createCreate, incur, assume incur or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or upon any of its properties or assets or Property, exceptor with respect to any of its shares, securities or other equity or ownership or partnership interestsProperty, whether now owned or hereafter acquired, except file or authorize the filing under Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, Lender and Secured Parties; (iib) Liens imposed by law securing Debt that is permitted under Section 9.2.1(c); (c) Liens for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in the business of Borrower or its sole discretion, Subsidiaries; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (Bii) with respect to a non-material portion of the Collateral (other than Accounts or Inventory); (g) Liens arising by virtue of a judgment or judicial order against Borrower or its Subsidiaries, or any Property of Borrower or its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a result collecting bank on Payment Items in the course of progress payments under government contractscollection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (vk) purchase money Liens (A) securing Indebtedness the Debt that is permitted under Section 7.2(iii9.2.1(f), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, ; provided that such Liens are subordinated at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of Lender pursuant customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to a written agreement acceptable the extent such Liens secure amounts not yet due; (n) existing Liens shown on Schedule 9.2.2. and replacement Liens on the property subject to Lendersuch Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (viio) Liens disclosed on Schedule 7.3in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral Collateral, or any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenwarehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted the MHR Subordinated DebtDebt and the Bridge Loan, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3; provided, that the Lien in favor of Gilbraltar Bank, FSB shall not extend to any additional collateral or secure any Indebtedness in excess of $300,000.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under existing on the Loan Documents or otherwise arising in favor date of Lender, this Agreement as shown on Exhibit E; (ii) Liens imposed by law for taxes (other than payroll taxes), assessments assessments, governmental charges or charges of any Governmental Authority for claims which are not yet due delinquent or which are being contested in good faith by appropriate proceedings promptly instituted and with respect to which adequate reserves diligently conducted and if a reserve or other appropriate provisions are being maintained by such Person provision, if any, as shall be required in accordance conformity with GAAP to the satisfaction of Lender in its sole discretion, shall have been made therefor; (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, suppliers, materialmen, and (B) repairmen or other like Liens imposed by law or that arise by operation of law arising in the ordinary course of business from the date of creation thereof, in each case only for and with respect to amounts not yet due delinquent or which are being contested in good faith by appropriate proceedings proceedings, and with respect to which adequate reserves if a reserve or other appropriate provisions are being maintained by such Person provision, if any, as shall be required in accordance conformity with GAAP to the satisfaction of Lender in its sole discretion, shall have been made therefor; (iv) Liens (Aother than any Lien imposed by the Employee Retirement Income Security Act of 1974, as amended) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits security; (v) Liens incurred or deposits made to secure the performance of tenders, bids, leases, contracts statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of a like nature incurred in the ordinary course of business (other than exclusive of obligations for the repayment payment of Indebtednessborrowed money); (vi) easements, statutory obligations rights-of-way, restrictions, minor defects or irregularities in title and other similar obligations, charges or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) encumbrances not interfering in connection any material respect with the purchase by such Person business of equipment the Borrower or any of its Subsidiaries incurred in the normal ordinary course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.securing

Permitted Liens. Borrower and Operating Lessee shall not be allowed to create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of otherwise permit the Collateral or any of its properties or assets or any of its shares, securities following encumbrances or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except liens with respect to the following Property (collectively, “Permitted Liens”): ) subject to the terms of the Loan Documents as to priority thereof: (i) Liens under the liens and security interests created by the Loan Documents or otherwise arising in favor of LenderDocuments, (ii) Liens imposed those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by law Lender as of the Execution Date (“Permitted Exceptions”) (iii) liens, if any, for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Impositions not yet due and payable or delinquent or which are being diligently 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 satisfaction terms and conditions of Lender in its sole discretionSection 2.4 of the Mortgage, (iiiiv) (A) statutory Liens liens in respect of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens property or assets imposed by law or that arise by operation of law which were incurred in the ordinary course of business from the date business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens Table of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made Contents arising in the ordinary course of business (includingbusiness, without limitation, surety bonds and appeal bonds) in connection with liens for workers’ compensation, unemployment insurance and other types similar programs, in each case arising in the ordinary course of social security benefits business which are either not yet due and payable or to secure being diligently contested in good faith in accordance with the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contractsMortgage, (v) purchase money Liens Leases and the Management Agreement, (Avi) securing Indebtedness permitted under Section 7.2(iii)easements, rights of way, or (B) in connection with the purchase restrictions incurred or entered into by such Person of equipment Borrower and/or Operating Lessee as applicable in the normal ordinary course of business, provided that such payables shall which in each case could not exceed be reasonably expected to have a material adverse effect, do not diminish in any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereundermaterial respect the value of the Property or affect in any material respect the validity, (vi) Liens securing Permitted Subordinated Debtenforceability or priority of the liens created by the Loan Documents, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and notwithstanding the introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Borrower and/or Operating Lessee as applicable is a party, (ix) any judgment lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the expiration of any stay, as applicable in either case provided there is no imminent risk of forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Lender has approved or may approve in writing.

Permitted Liens. Borrower shall not createCreate, incur, assume incur or suffer to exist any Lien upon, in upon or against, or pledge of, any of the Collateral or with respect to any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interestsProperty, whether now owned or hereafter acquired, except file or authorize the filing under Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, Lender and Secured Parties; (iib) Liens imposed by law securing Debt that is permitted under Section 9.2.1(c); (c) Liens for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Taxes not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, Properly Contested; (iii) (Ad) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lenderother than Liens for Taxes or imposed under ERISA) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law arising in the ordinary course Ordinary Course of business from Business, but only if (i) payment of the date of creation thereof, in each case only for amounts obligations secured thereby is not yet due or which are is being contested in good faith by appropriate proceedings Properly Contested, and with respect to which adequate reserves (ii) such Liens do not materially impair the value or other appropriate provisions are being maintained by such Person in accordance with GAAP to use of the satisfaction Property or materially impair operation of Lender in the business of Topco or its sole discretion, Subsidiaries; (ive) Liens (A) incurred or deposits made in the ordinary course Ordinary Course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or Business to secure the performance of government tenders, bids, leases, contracts (other than for the repayment of Indebtedness)contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers or (Bii) with respect to a non-material portion of the Collateral (other than Accounts or Inventory); (g) Liens arising by virtue of a judgment or judicial order against Topco or its Subsidiaries, or any Property of Topco or its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a result collecting bank on Payment Items in the course of progress payments under government contractscollection; and (j) carriers’, warehousemen’s, mechanics, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (vk) purchase money Liens (A) securing Indebtedness the Debt that is permitted under Section 7.2(iii9.2.1(f), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, ; provided that such Liens are subordinated at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of Lender pursuant customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to a written agreement acceptable the extent such Liens secure amounts not yet due; (n) existing Liens shown on Schedule 9.2.2. and replacement Liens on the property subject to Lendersuch Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (viio) Liens disclosed on Schedule 7.3.in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory. [SIC] A&R Loan, Security and Guaranty Agreement

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, The words “Permitted Liens”): ” mean: (a) liens and security interests securing indebtedness owed by Borrower to Lender; (b) involuntary liens which, individually or in the aggregate, would not have a material adverse effect on the value of Lender’s security interests in any collateral granted by Borrower to Lender; (c) liens for taxes or other governmental or regulatory assessments which are not delinquent, or which are contested in good faith; (d) liens on any property held or acquired by Borrower: (i) Liens under securing indebtedness incurred or assumed for the Loan Documents purpose of financing all or otherwise arising in favor any part of Lender, the cost of acquiring such property or (ii) Liens imposed existing on such property when acquired; provided, that, with respect to (i) above, any such lien attaches solely to the property acquired with such indebtedness and the proceeds thereof, and that the principal amount of such indebtedness does not exceed one hundred percent (100%) of the cost of such property (which cost shall include shipping, tax and installation charges financed by law the Person holding the lien); and further provided, that with respect to (ii) above, any such Lien is confined to the equipment and proceeds of the equipment; (e) bankers’ liens, rights of setoff and similar liens incurred on deposits made in the ordinary course of business; (f) materialmen’s, mechanics’, repairmen’s, employees’, landlords’ or other like liens arising in the ordinary course of business and which are not delinquent for taxes (other more than payroll taxes), assessments 45 days or charges of any Governmental Authority for claims not yet due or which are being contested in good faith by appropriate proceedings proceedings; (g) any judgment, attachment or similar lien, unless the judgment it secures has not been discharged or execution thereof effectively stayed and with respect to bonded against pending appeal within 30 days of the entry thereof; (h) liens which adequate reserves or other appropriate provisions are being maintained have been approved by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretionwriting, (iiii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) liens incurred or deposits made in the ordinary course of business Borrower’s business; (includingj) easements, without limitationreservations, surety bonds and appeal bonds) rights-of-way, minor defects or irregularities in connection with workers’ compensation, unemployment insurance title and other types similar charges or encumbrances affecting real property and not interfering in any material respect with the ordinary conduct of social security benefits Borrower’s business; (k) liens, deposits or pledges to secure the performance of tenders, bids, leasestenders, contracts (other than contracts for the repayment payment of Indebtednessmoney), public or statutory obligations and obligations, surety, stay, appeal, indemnity, performance or other similar obligations, bonds or other similar obligations arising in the ordinary course of business; (Bl) arising liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums; (m) liens that are not prior to Lender’s security interests that constitute customary rights of offset; (n) liens against any equity interest in any subsidiary of Borrower in favor of a result of progress payments under government contracts, person or persons providing debt financing to such subsidiary; (vo) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) liens incurred in connection with the purchase extension, renewal or refinancing of the indebtedness secured by such Person liens of equipment in the normal course of business, provided type described above; and (p) liens that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written security agreement acceptable reasonably satisfactory to Lender; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 Borrower in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iii) (A) statutory Liens of landlords (provided that any such landlord at a location where books and records are kept has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 Borrower in accordance with GAAP to the satisfaction of Lender in its sole discretionGAAP, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person Borrower of inventory or equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person’s business, provided that Lender has consented to such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lenderwriting before their creation and existence; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 Borrower in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 Borrower in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person Borrower of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of the Borrower's business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in favor of form and substance satisfactory to Lender pursuant to a written agreement acceptable to Lenderin its Permitted Discretion; and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment and related accessories, including software, programs and similar items, in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person’s business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in favor of form and substance satisfactory to Lender pursuant to a written agreement acceptable to Lender; in its sole discretion, and (vii) Liens disclosed on Schedule 7.3.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interestsinterests (other than securities issued by Parent), whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretionPermitted Discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens securing Permitted Subordinated Debtnecessary and desirable for the operation of such Person’s business, provided that Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are subordinated both subject and subordinate in all respects to the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in favor of form and substance satisfactory to Lender pursuant to a written agreement acceptable to Lenderin its sole discretion; and (vii) Liens disclosed on Schedule 7.3; and (viii) Liens where the amount claimed by all such lienholders to secure such Liens does not exceed $5,000 in the aggregate.

Permitted Liens. Borrower The term Permitted Lien shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): mean (i) Liens under the Loan Documents or otherwise arising in favor of Lenderroyalties, overriding royalties, reversionary interests, production payments and similar burdens; (ii) sales contracts or other arrangements for the sale of production of oil, gas or associated liquid or gaseous hydrocarbons which would not (when considered cumulatively with the matters discussed in clause (i) above) deprive Borrower or Guarantor of any material right in respect of any such Borrower's or Guarantor's assets or properties (except for rights customarily granted with respect to such contracts and arrangements); (iii) statutory Liens imposed by law for taxes (or other than payroll taxes), assessments or charges of any Governmental Authority for claims that are not yet due delinquent (or which that, if delinquent, are being contested in good faith by appropriate proceedings proceedings, levy and with respect execution thereon having been stayed and continue to be stayed and for which such Borrower or Guarantor has set aside on its books adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, GAAP); (iv) Liens (A) incurred easements, rights of way, servitudes, permits, surface leases and other rights in respect to surface operations, pipelines, grazing, logging, canals, ditches, reservoirs or deposits made the like, conditions, covenants and other restrictions, and easements of streets, alleys, highways, pipelines, telephone lines, power lines, railways and other easements and rights of way on, over or in respect of Borrower's or Guarantor's assets or properties and that do not individually or in the ordinary course of business (includingaggregate, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as cause a result of progress payments under government contracts, Material Adverse Effect; (v) purchase money materialmen's, mechanic's, repairman's, employee's, warehousemen's, landlord's, carrier's, pipeline's, contractor's, sub-contractor's, operator's, non-operator's (arising under operating or joint operating agreements), and other Liens (Aincluding any financing statements filed in respect thereof) securing Indebtedness permitted under Section 7.2(iii), or (B) incidental to obligations incurred by Borrower in connection with the purchase by such Person of equipment in the normal course of businessconstruction, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereundermaintenance, (vi) Liens securing Permitted Subordinated Debtdevelopment, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.transportation, storage or operation of

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “As used herein "Permitted Liens”): " shall mean (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, securing purchase money indebtedness and capital lease obligations (iiand refinancings thereof; (b) Liens imposed by law for ad valorem, income or property taxes (other than payroll taxes), or assessments and similar charges that either are not delinquent or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, properly contested; (iii) (Ac) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanicsmechanics suppliers, materialmen, repairmen and (B) other Liens imposed by law or that arise by operation of law incurred in the ordinary course of business from the date of creation thereof, in each case only for amounts sums not yet due delinquent 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, properly contested; (ivd) Liens (A) incurred or pledges or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits legislation, leases, appeal bonds and other obligations of like nature incurred by Borrower or any of its Subsidiaries in the ordinary course of business, and deposits made in the ordinary course of business securing liability to insurance carriers under insurance or self-insurance arrangements; (e) Liens, deposits or pledges to secure the performance of bids, tenders, bidscontracts, leases, contracts or other similar obligations arising in the ordinary course of business; (f) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being properly contested; (g) Liens, deposits or pledges in the ordinary course of business to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other than for the repayment of Indebtedness), statutory similar bonds or obligations and other similar liens, deposits or pledges in the ordinary course of business in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations; (Bh) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of Borrower or any Subsidiary on deposit with or in possession of such bank; (i) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense; (j) Liens arising as a result of progress payments under government contractsfrom precautionary UCC financing statements regarding operating leases or consignments; and (k) any extension, renewal or replacement (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iiior successive extensions, renewals or replacements), in whole or (B) in connection with the purchase by such Person part, of equipment any lien referred to in the normal course of businessforegoing clauses, provided that such payables extension, renewal or replacement Lien shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunderlimited to all or a part of the property which secured the Lien so extended, (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3renewed or replaced.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (ia) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or other governmental charges the payment of any Governmental Authority for claims which is not yet due or which are being contested in good faith at the time required 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 satisfaction of Lender in its sole discretion, section 9.3; (iii) (Ab) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and Liens of carriers, warehousemen, mechanics, materialmen, mechanics and (B) other Liens imposed by law or that arise by operation of law materialmen incurred in the ordinary course of business from the date of creation thereof, in each case only for amounts sums not yet due or the payment of which are being contested in good faith is not at the time required 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 satisfaction of Lender in its sole discretion, section 9.3; (ivc) Liens (Aother than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bondsi) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits security, or (ii) to secure (or to secure obtain letters of credit that secure) the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, performance bonds, purchase, construction or sales contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, in each case not incurred or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) made in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase by such Person price of equipment in property; (d) any attachment or judgment Lien, unless the normal course of businessjudgment it secures shall not, provided that such payables within 60 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall not exceed have been discharged within 60 days after the expiration of any limits on Indebtedness provided for herein such stay; (e) leases or subleases granted to others, easements, rights-of-way, restrictions and shall otherwise be Permitted Indebtedness hereunderother similar charges or encumbrances, (vi) Liens securing Permitted Subordinated Debtin each case incidental to, provided that such Liens are subordinated to and not interfering with, the Liens in favor ordinary conduct of Lender pursuant to a written agreement acceptable to Lenderthe business of the Company or any Subsidiary; and (viif) Liens disclosed existing on the date of this Agreement and securing Debt of the Company and its Subsidiaries referred to in Schedule 7.3D. Person: a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a government or political subdivision thereof or a governmental agency. Plan: an "employee pension benefit plan" (as defined in section 3 of ERISA) which is or has been established or maintained, or to which contributions are or have been made, by the Company or any of its Related Persons, or an employee pension benefit plan as to which the Company or any of its Related Persons would be treated as a contributory sponsor under section 4069 of ERISA if it were to be terminated. Public Offering: the issuance by the Company in an initial registered public offering under the Securities Act of shares of its Common Stock. Purchaser: the party to this Agreement purchasing the number of shares opposite its name in Schedule A, and each subsequent holder from time to time of any of such shares of the Series B Preferred Stock.

Permitted Liens. Borrower Trustor and Operating Lessee shall not be allowed to create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of otherwise permit the Collateral or any of its properties or assets or any of its shares, securities following encumbrances or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except liens with respect to the following Property (collectively, “Permitted Liens”): ) subject to the terms of the Loan Documents as to priority thereof: (i) Liens under the liens and security interests created by the Loan Documents or otherwise arising in favor of LenderDocuments, (ii) Liens imposed those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by law Beneficiary as of the Execution Date (“Permitted Exceptions") (iii) liens, if any, for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Impositions not yet due and payable or delinquent or which are being diligently 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 satisfaction terms and conditions of Lender in its sole discretionSection 2.4 of the Deed of Trust, (iiiiv) (A) statutory Liens liens in respect of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens property or assets imposed by law or that arise by operation of law which were incurred in the ordinary course of business from the date of creation thereofbusiness, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made similar liens arising in the ordinary course of business (includingbusiness, without limitation, surety bonds and appeal bonds) in connection with liens for workers’ compensation, unemployment insurance and other types similar programs, in each case arising in the ordinary course of social security benefits business which are either not yet due and payable or to secure being diligently contested in good faith in accordance with the performance Deed of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contractsTrust, (v) purchase money Liens Leases and the Management Agreement, (Avi) securing Indebtedness permitted under Section 7.2(iii)easements, rights of way, or (B) in connection with the purchase restrictions incurred or entered into by such Person of equipment Trustor and/or Operating Lessee as applicable in the normal ordinary course of business, provided that such payables shall which in each case could not exceed be reasonably expected to have a material adverse effect, do not diminish in any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereundermaterial respect the value of the Property or affect in any material respect the validity, (vi) Liens securing Permitted Subordinated Debtenforceability or priority of the liens created by the Loan 44 Documents, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and notwithstanding the introductory clause to this Section 10.7 to the contrary, is not secured by the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Trustor and/or Operating Lessee as applicable is a party, (ix) any judgment lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the expiration of any stay, as applicable in either case provided there is no imminent risk of forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Beneficiary has approved or may approve in writing.

Permitted Liens. Borrower Affiliated Guarantor and Operating Lessee shall not be allowed to create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of otherwise permit the Collateral or any of its properties or assets or any of its shares, securities following encumbrances or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except liens with respect to the following Property (collectively, “Permitted Liens”): ) subject to the terms of the Security Documents as to priority thereof: (i) Liens under the liens and security interests created by the St. Xxxxxxx Loan Documents or otherwise arising in favor of LenderDocuments, (ii) Liens imposed those property specific exceptions to title recorded in the real estate records of the County and contained in Schedule B-1 of the title insurance policy or policies which have been approved by law Beneficiary as of the Execution Date (“Permitted Exceptions”) (iii) liens, if any, for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims Impositions not yet due and payable or delinquent or which are being diligently 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 satisfaction terms and conditions of Lender in its sole discretionSection 2.4 of the Deed of Trust, (iiiiv) (A) statutory Liens liens in respect of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other Liens property or assets imposed by law or that arise by operation of law which were incurred in the ordinary course of business from the date of creation thereofbusiness, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made similar liens arising in the ordinary course of business (includingbusiness, without limitation, surety bonds and appeal bonds) in connection with liens for workers’ compensation, unemployment insurance and other types similar programs, in each case arising in the ordinary course of social security benefits business which are either not yet due and payable or to secure being diligently contested in good faith in accordance with the performance Deed of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contractsTrust, (v) purchase money Liens Leases and the Management Agreement, (Avi) securing Indebtedness permitted under Section 7.2(iii)easements, rights of way, or (B) in connection with the purchase restrictions incurred or entered into by such Person of equipment Affiliated Guarantor and/or Operating Lessee as applicable in the normal ordinary course of business, provided that such payables shall which in each case could not exceed be reasonably expected to have a material adverse effect, do not diminish in any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereundermaterial respect the value of the Property or affect in any material respect the validity, (vi) Liens securing Permitted Subordinated Debtenforceability or priority of the liens created by the Security Documents, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and notwithstanding the introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Affiliated Guarantor and/or Operating Lessee as applicable is a party, (ix) any judgment lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the expiration of any stay, as applicable in either case provided there is no imminent risk of forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Beneficiary has approved or may approve in writing.

Permitted Liens. Borrower shall not create, incur, assume or suffer to exist any Lien upon, in or against, or pledge of, any of the Collateral or any of its properties or assets or any of its authorized but unissued or treasury shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, except the following (collectively, “"Permitted Liens”"): (i) Liens under the Loan Documents or otherwise arising in favor of Lender, (ii) Liens imposed by law for taxes (other than payroll taxes), assessments or charges of any Governmental Authority for claims not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemenwarehousemen (provided that any such warehousemen have executed a Warehouse Waiver and Consent in form and substance satisfactory to Lender), mechanics, materialmen, and (B) other Liens imposed by law or that arise by operation of law in the ordinary course of business from the date of creation thereof, in each case only for amounts not yet due 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 in accordance with GAAP to the satisfaction of Lender in its sole discretion, (iv) Liens (A) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ ' compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Person of equipment in the normal course of business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, and (vi) Liens securing Permitted Subordinated Debt, provided that such Liens are subordinated to the Liens in favor of Lender pursuant to a written agreement acceptable to Lender; and (vii) Liens disclosed on Schedule 7.3.