Common use of PLEDGE OF ASSETS Clause in Contracts

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon any assets of the Companies now owned or hereafter acquired, except (collectively, “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on the date of acquisition. (b) pledges or deposits made to secure payment of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programs; (c) good-faith pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not in the aggregate materially detract from the value of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liens.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of Borrower’s or any Guarantor’s assets of the Companies now owned or hereafter acquired, except (collectively, “Permitted Liens”):except: (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereofliens existing as of, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on disclosed to Bank prior to, the date of acquisition.hereof; (b) pledges or deposits made to secure payment of workerliens incurred with Bank’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programsprior written consent; (c) good-faith pledges or deposits made to secure performance of bidsliens for taxes, tendersfees, insurance assessments or other contracts government charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its books, provided that no notice of any such lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder; (other than d) purchase money liens (i) on equipment acquired or held by Borrower incurred for financing the repayment acquisition of borrowed moneythe Equipment, subject to the terms of Section 5.2(f); (ii) purchase money liens existing as of, and disclosed to Bank prior to, the date hereof, or leases(iii) liens existing on equipment when acquired, or if the lien is confined to secure statutory obligationsthe property and improvements and the proceeds of the equipment; (e) liens of carriers, surety or appeal bondswarehousemen, or indemnity, performancesuppliers, or other similar bonds as all such Liens arise persons that are possessory in nature arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the Companiesproperty subject thereto; (df) encumbrances consisting liens to secure payment of zoning restrictionsworkers’ compensation, easementsemployment insurance, or old-age pensions, social security and other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question like obligations incurred in the operation ordinary course of its business, and none of which is violated business (other than liens imposed by existing or proposed structures or land useERISA); (eg) Liens liens incurred in the extension, renewal or refinancing of landlords the indebtedness secured by liens described in (a) through (c), but any extension, renewal or replacement lien must be limited to the property encumbered by the existing lien and the principal amount of mortgagees the indebtedness may not increase; (h) leases or subleases of landlords, arising solely by operation of law, on fixtures and movable real property located on premises leased granted in the ordinary course of business, and leases, subleases, non-exclusive licenses or sublicenses of property (other than real property) granted in the ordinary course of Borrower’s business; and (fi) the followingliens arising from attachments or judgments, so long as the applicability, amountorders, or validity thereof is being contested decrees in good faith by appropriate proceedings diligently conductedcircumstances not constituting an Event of Default under Section 6.1.” 6. Except as specifically provided herein, reserves all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not modification. All terms defined in the aggregate materially detract from Credit Agreement shall have the value same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document. 7. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the property date of the Person in question, or materially impair the use thereof this Amendment there exists no Event of Default as defined in the operation Credit Agreement, nor any condition, act or event which with the giving of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws notice or ERISA); (B) claims and Liens upon, and defects the passage of title to, real time or personal property, including both would constitute any attachment such Event of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like LiensDefault.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of Borrower’s assets of the Companies now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): ): (a) Liens any of the foregoing, in or upon assets (other than assets constituting intellectual property), in favor of the holder of any Asset Based Credit Facility permitted under Section 5.3(e), (b) security interests in assets not constituting intellectual property securing Permitted Indebtedness indebtedness permitted under Section 5.3(c) herein (provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens security shall be created substantially simultaneously with the acquisition of the related property, (ii) such security interests do not at any time encumber any property other than the assets property financed by such Indebtedness and the proceeds thereof, and (iiiii) the Indebtedness amount of indebtedness secured thereby is not increased, except in connection with a refinancing or replacement thereof that does not exceed the reasonable acquisition cost amount specified in Section 5.3(c) and (iv) the principal amount of indebtedness secured by any such security interest shall at no time exceed one hundred percent (100%) of the assets being acquired on original price for the date purchase of acquisition. such property(including customary fees, costs and expenses) at the time of purchase), (bc) deposits or pledges or deposits made to secure payment of worker’s compensation, or to participate in any fund in connection with worker’s workers’ compensation, unemployment insurance, pensions, old age pensions or other social security programs; (c) good-faith pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business of the Companies; Borrower, (d) encumbrances consisting liens for taxes, fees, assessments and governmental charges not delinquent or to the extent that payment therefor shall not at the time be required to be made in accordance with, the provisions of zoning restrictionsSection 4.7, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use; (e) Liens liens of landlords or of mortgagees of landlordscarriers, warehousemen, mechanics and materialmen, and other like liens arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and , for sums not due or to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 4.7, (f) the following, so long as the applicability, amountliens upon assets not constituting intellectual property incurred, or validity thereof is being contested deposits or pledges made or given in good faith by appropriate proceedings diligently conductedconnection with, reserves or to secure payment of, indemnity, performance or other provisions therefor required similar bonds, (g) liens arising solely by GAAP have been madevirtue of any statutory or common law provision relating to banker’s liens, levy rights of set-off or similar rights and execution thereon have been stayed remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and continue is not subject to be stayedrestriction against access by Borrower in excess of those set forth by regulations promulgated by the Federal Reserve Board, and they (ii) such deposit account is not intended by Borrower to provide collateral to the depository institution, (h) encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property and landlord’s liens under leases on the premises rented, which do not in the aggregate materially detract from the value of the such property of the Person in question, or materially impair the use thereof in the operation business of its Borrower, (i) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another person or entity, in the ordinary course of such person or entity’s business: (A) claims ), and Liens for taxes leases, subleases, non-exclusive licenses or sublicenses of personal property (other than liens relating intellectual property) granted in the ordinary course of Borrower’s business (or, if referring to environmental laws another person or ERISAentity, in the ordinary course of such person or entity’s business); , (Bj) claims and Liens uponnon-exclusive licenses of intellectual property rights granted to third parties in the ordinary course of business not interfering, and defects of title toindividually or in the aggregate, real or personal property, including in any attachment of personal or real property or other legal process prior to adjudication of a dispute material respect with the conduct of the merits; business of Borrower, (k) liens with respect to security deposits given by Borrower to secure real estate leases not exceeding $1,000,000.00 in the aggregate outstanding at any time, (l) deposits with Rocky Mountain Power in an amount up to $150,000 in connection with the change of the name of Borrower’s account with Rocky Mountain Power from EdiZONE to Borrower and (Cm) claims exclusive licenses of intellectual property by or to EdiZONE, LLC existing on the date of this Agreement and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liensdescribed on Schedule 5.8(m) hereto.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of Borrower's or any Subsidiary's assets of the Companies now owned or hereafter acquired, except (collectivelyany of the foregoing in favor of Bank or which is existing as of, “Permitted Liens”):and disclosed to Bank by Borrower in writing prior to, the date hereof or any of the following: (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on the date of acquisition. (b) pledges or deposits made to secure payment of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programs; (c) good-faith pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictions, subleases, easements, or other licenses, reservations, restrictions on the use of real propertyproperty or minor irregularities incident thereto which do not in the aggregate materially detract from (i) the value of the property or assets of, none of which impair in any material respect or (ii) the use of such property by for the Person in question in purposes for which such property is held by, the operation Borrower or any of its businessSubsidiaries taken as a whole; (b) liens for taxes, and none assessments of governmental charges or levies the payment of which is violated by existing not at the time required or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) the following, so long as the applicability, amount, or validity thereof is which are being contested in good faith by appropriate proceedings diligently conductedPROVIDED adequate reserves are established and PROVIDED enforcement of such liens has been stayed; (c) liens of carriers, warehousemen, mechanics and materialmen and other similar inchoate liens incurred in the ordinary course of business for sums not yet due or being contested in good faith by appropriate proceedings PROVIDED adequate reserves are established; (d) liens incurred or deposits made in the ordinary course of business in connection with workmen's compensation, unemployment insurance and other provisions therefor required by GAAP types of social security, or to secure the performance of surety and appeal bonds, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money); (e) liens securing permitted indebtedness outstanding on the date of this Agreement as described on SCHEDULE 5.7; (f) any attachment or judgment lien, unless such attachment or judgment shall not, within sixty (60) days after the issue or entry thereof or at least ten (10) days before any assets could lawfully be sold in satisfaction thereof, have been madereleased or discharged or execution thereof stayed pending appeal and bonded against to Bank's reasonable satisfaction, levy and execution thereon or shall not have been stayed and continue to discharged within sixty (60) days after the expiration of any such stay or at least ten (10) days before any assets could lawfully be stayed, and they do not sold in satisfaction thereof; and (g) liens securing indebtedness incurred solely for the aggregate materially detract from the value purpose of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or acquiring tangible personal property, including other than inventory; PROVIDED, HOWEVER, that no such purchase money security interest shall extend to any attachment property other than the particular property so acquired and PROVIDED further that the amount of personal or real any such purchase money indebtedness shall not exceed any applicable limitation on borrowings imposed by Section 5.3 herein, nor the fair value of such property or other legal process prior to adjudication at the time of a dispute of acquisition, without the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like LiensBank's written consent.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of assets of the Companies Borrower or any of its subsidiaries now owned or hereafter acquired, except (collectively, for Permitted Liens. “Permitted Liens”): ” means the following: (a) Liens any liens existing as of the date hereof and listed on Schedule 5.8 attached hereto; (b) any security interests and liens in favor of Bank; (c) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of Borrower or the applicable subsidiary of Borrower in accordance with generally accepted accounting principles; (d) liens securing Permitted Indebtedness indebtedness permitted under Section 5.3(c); provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens liens do not at any time encumber any property other than the assets property financed by such Indebtedness and the proceeds thereof, indebtedness and (ii) the Indebtedness indebtedness secured thereby does not exceed the reasonable acquisition cost or fair market value, whichever is lower, of the assets property being acquired on the date of acquisition. (b) pledges or deposits made to secure payment of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programs; (c) good-faith pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use; ; (e) Liens deposits to secure the performance of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable real property located on premises leased lease obligations incurred in the ordinary course of business; and and (f) liens incurred in connection with the followingextension, so long as renewal or refinancing of the applicabilityindebtedness secured by liens permitted by clause (a) above, amountprovided that any extension, renewal or validity thereof is replacement lien shall be limited to the property encumbered by the existing lien, the principal amount of the indebtedness being contested in good faith by appropriate proceedings diligently conductedextended, reserves renewed or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayedrefinanced does not increase, and they do not there shall be no change in the aggregate materially detract from the value of the property of the Person in question, any direct or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (other than liens relating contingent obligor with respect to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Lienssuch indebtedness.

PLEDGE OF ASSETS. MortgageOther than Permitted Liens, mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of Borrower’s assets of the Companies now owned or hereafter acquired, except (collectivelyany of the foregoing in favor of Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof. “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: ” shall mean (i) such Liens do not at any time encumber any property other than existing on the assets financed by such Indebtedness and the proceeds thereofdate hereof, and (ii) Liens for taxes, fees, assessments or other government charges or levies, either (A) not due and payable, or (B) being contested in good faith and for which Borrower maintains adequate reserves, (iii) purchase money Liens for items or property acquired or held by Borrower or its subsidiaries incurred for financing the Indebtedness secured thereby does not exceed the reasonable acquisition cost thereof, (iv) capital leases, (v) synthetic or off balance sheet leases, (vi) Liens of the assets being acquired on the date of acquisition. carriers, warehousemen, suppliers or other persons or entities that are possessory in nature, (bvii) pledges or deposits made Liens to secure payment of worker’s workers’ compensation, or to participate in any fund in connection with worker’s compensation, unemployment employment insurance, old-age pensions, or other social security programs; and other like obligations, (cviii) good-faith pledges Liens incurred in the extension, renewal or deposits made to secure performance refinancing of bids, tenders, insurance or other contracts the indebtedness secured by Liens described in clauses (other than for the repayment of borrowed moneyi) through (iii), but only if such Liens are limited to the property encumbered by the Liens described in clauses (i) through (iii) and the principal amount of the indebtedness does not increase, (ix) leases or subleases of real property or leases, subleases, non-exclusive licenses or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise sublicenses of personal property granted in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its Borrower’s business, and none of which is violated by existing or proposed structures or land use; (ex) Liens arising from attachments or judgments, orders or decrees in circumstances not constituting an Event of landlords Default under Section 6.1(f); and (xi) Liens in favor of other financial institutions arising in connection with Borrower’s deposit or of mortgagees of landlordssecurities accounts held at such institutions; provided however that the purchase money liens in this subsection (iii), arising solely by operation of law, on fixtures capital leases in this subsection (iv) and movable property located on premises leased synthetic or off balance sheet leases in the ordinary course of business; and this subsection (fv) the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not shall secure no more than Ten Million Dollars ($10,000,000) in the aggregate materially detract from the value of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liensamount outstanding.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of Borrower's assets of the Companies now owned or hereafter acquired, except (collectivelyany of the foregoing in favor of Bank or which is existing as of, “Permitted Liens”):and disclosed to Bank in writing prior to, the date hereof, or the following liens: (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed taxes, assessments or capital assets: (i) such Liens do other governmental charges not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets delinquent or being acquired on the date of acquisition.properly contested; (b) Deposits or pledges or deposits made to secure payment of obligations under worker’s compensation, social security or to participate in any fund in connection with worker’s compensationsimilar laws, or under unemployment insurance, pensions, or other social security programs; (c) good-faith Deposits or pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (other than contracts for the repayment payment of borrowed money), or leases, or to secure statutory obligations, surety or and appeal bondsbonds and other obligations of like nature arising in the ordinary course of business; (d) Mechanics’, or indemnityworkers’, performance, materialmen’s or other similar bonds as all such Liens arise like liens arising in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictions, easements, with respect to obligations which are not due or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land useare being properly contested; (e) Liens placed upon fixed assets hereafter acquired to secure a portion of landlords the purchase price thereof, provided that (x) any such lien shall not encumber any other property of the Borrower and (y) the aggregate amount of Indebtedness secured by such Liens incurred as a result of such purchases shall not exceed the amount permitted under Section 5.4; (f) Easements (including, without limitation, reciprocal easement agreements and utility agreements), encroachments, rights-of-way, covenants, consents, reservations, defects or irregularities in title, variations, zoning, and other restrictions, charges or encumbrances (whether or not recorded) affecting the Borrower’s real property, if applicable, and which do not, individually or in the aggregate (i) materially interfere with the occupation, use or enjoyment by the Borrower of mortgagees its business or property so encumbered and (ii) do not materially and adversely affect the value of landlordssuch real property; (g) Liens arising from the precautionary Uniform Commercial Code (“UCC”) financing statements filed under any lease or license permitted by this Agreement; (h) Liens of local or state authorities for franchise or other like Taxes, arising solely by operation provided that such liens do not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) in the aggregate at any time for the Borrower; (i) Liens on insurance policies and the proceeds thereof securing the financing of lawthe premiums with respect thereto; (j) Customary rights of set-off, on fixtures and movable property located on premises leased revocation, refund or chargeback under deposit agreements of banks or other financial institutions where the Borrower maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business; and (fk) the followingAny extension, so long as the applicabilityrenewal or replacement (or successive extensions, amountrenewals or replacements), in whole or validity thereof is being contested in good faith by appropriate proceedings diligently conductedpart, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue of any lien referred to be stayed, and they do not in the aggregate materially detract from the value foregoing clauses (a) through (n), provided that any such extension, renewal or replacement lien shall be limited to all or a part of the property of that was the Person in questionsubject to the lien so extended, renewed or materially impair the use thereof replaced (plus any improvements on such property) and provided that any such extension, renewal or replacement Lien shall not secure an amount (i.e., outstanding principal plus accrued and unpaid interest and fees and expenses in the operation case of its business: (AIndebtedness permitted pursuant to this Agreement) claims and Liens for taxes (other greater than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process the amount outstanding immediately prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanicssuch extension, materialmen, warehousemen, carriers, landlords, renewal or other like Liensreplacement lien.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of Borrower’s assets of the Companies now owned or hereafter acquired, except (collectively, “Permitted Liens”):any of the foregoing: (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost in favor of the assets being acquired on the date of acquisition.Bank, (b) pledges or deposits made which is existing as of, and disclosed to secure payment of worker’s compensationBank in writing prior to, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programs;the date hereof, (c) good-as are permitted pursuant to the terms of this Agreement, (d) liens imposed by law for taxes that are not yet delinquent or are being contested in in good faith pledges or deposits made to secure performance of bidsby appropriate proceedings and adequate reserves with respect thereto have been set aside in accordance with generally accepted accounting principles, (e) carriers’, tenderswarehousemen’s, insurance or mechanics’, materialmen’s, repairmen’s and other contracts (other than for the repayment of borrowed money)like liens imposed by applicable law, or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise arising in the ordinary course of business of the Companies;and securing obligations that are not overdue or are being contested in in good faith by appropriate proceedings and adequate reserves with respect thereto have been set aside in accordance with generally accepted accounting principles, (df) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question pledges and deposits made in the operation ordinary course of its businessbusiness in compliance with workers’ compensation, unemployment insurance and none of other social security laws or regulations, other than any lien imposed by ERISA which is violated by existing has resulted or proposed structures or land use;could reasonably be expected to result in liability, (eg) Liens deposits to secure the performance of landlords or bids, trade contracts and leases (other than indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased a like nature incurred in the ordinary course of business; and, (fh) easements, covenants, conditions, restrictions, building code laws, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the followingordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of Borrower and/or Tilly’s, so long Inc. and such other minor title defects or survey matters that are disclosed by current surveys that, in each case, do not materially interfere with the current use of the real property; (i) statutory liens of landlords and lessors in respect of rent not in default, (j) liens arising solely by virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries, (k) liens arising from precautionary UCC filings regarding “true” operating leases; (l) liens in favor of customs and revenues authorities imposed by applicable law arising in the applicability, amount, or validity thereof is ordinary course of business in connection with the importation of goods solely to the extent the following conditions are satisfied: (i) such liens secure obligations that are being contested in good faith by appropriate proceedings diligently conductedproceedings, (ii) Borrower or Tilly’s, Inc. has set aside on its books adequate reserves or other provisions therefor required by GAAP have been made, levy with respect thereto in accordance with generally accepted accounting principles and execution thereon have been stayed and continue to be stayed, and they do not in the aggregate materially detract from the value (iii) such contest effectively suspends collection of the property contested obligation and enforcement of any lien securing such obligation, and (m) liens on fixed or capital assets acquired by Borrower or Tilly’s, Inc. which are permitted under Section 5.3(d) hereof so long as (i) such liens and the Person in questionindebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition, (ii) the indebtedness secured thereby does not exceed the cost of acquisition of such fixed or materially impair the use thereof in the operation of its business: capital assets and (Aiii) claims and Liens for taxes (such liens shall not extend to any other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication assets of a dispute of the merits; and (C) claims and Liens of mechanicsBorrower or Tilly’s, materialmen, warehousemen, carriers, landlords, or other like Liens.Inc.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest inLien (as hereinafter defined) upon, all or lien upon any portion of Borrower’s assets of the Companies now owned or hereafter acquired, except any of the following (collectivelyeach of the following, a “Permitted LiensLien”): (a) inchoate Liens securing Permitted Indebtedness provided that with respect to capital leases for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and Liens securing purchase money obligations by appropriate proceedings for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed which reasonable reserves have been established by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on the date of acquisition.Borrower; (b) pledges Liens in respect of property or deposits made to secure payment assets of workerBorrower imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s, and mechanics’ Liens, statutory landlord’s compensationLiens, or to participate and other similar Liens arising in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programsthe ordinary course of business; (c) good-faith pledges Liens created in favor of the Bank; (d) Liens existing on the date hereof to the extent listed, and the property subject thereto described, on Schedule 5.3 and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto; (e) Liens arising from judgments, decrees or attachments (or securing of appeal bonds with respect thereto) in circumstances not constituting an Event of Default under Section 6.1 (e), so long as no cash or property (other than proceeds of insurance payable by reason of such judgments, decrees or attachments) is deposited or delivered to secure any such judgment(s) and award(s) and appeal bond(s) in respect thereof, the fair market value of which exceeds $5,000,000 in aggregate; (f) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance and other types of social security, to the extent required by law, or (ii) to secure the performance of tenders, surety bonds, bids, tendersleases, insurance government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business not involving in excess of $5,000,000 in aggregate amount, and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto; (g) licenses, leases or subleases granted to other contracts persons not interfering in any material respect with the business of Borrower; (h) easements, rights-of-way, restrictions, minor defects or irregularities in title and other than similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of Borrower; (i) banker’s Liens, rights of setoff and similar Liens in respect of operational and payment risks (but not, in any event, indebtedness for the repayment of borrowed money)) under deposit accounts established and maintained by Borrower in the ordinary course of business; (j) Liens arising from precautionary UCC financing statements regarding operating leases permitted by this Agreement; (k) any interest or title of a lessor under any true lease; (l) Liens upon assets of Borrower subject to capital leases in an amount not exceeding $10,000,000 at any time outstanding and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto, or leases, or provided that (x) such Liens only serve to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or the payment of debt arising under such capital leases and (y) the Liens encumbering the assets giving rise to such capital leases do not encumber any other similar bonds as all such assets of Borrower; (m) purchase money Liens arise placed upon assets of Borrower used in the ordinary course of business of Borrower at the Companiestime of the acquisition thereof by the Borrower to secure the payment of debt incurred to pay all or a portion of the purchase price thereof or to secure debt incurred solely for the purpose of financing the acquisition of any such assets or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (x) such Liens only serve to secure the payment of debt arising in connection with such acquisition of such assets and (y) the Liens encumbering such assets do not encumber any other assets of Borrower; (dn) encumbrances consisting of zoning restrictions, easements, or other restrictions Liens on the use assets of real propertyacquired in connection with an Acquisition permitted under Section 5.2 and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto, none of which impair in any material respect provided that such Liens existed at the use time of such property by the Person in question in the operation of its businessAcquisition, and none of which provided further that such Lien does not encumber additional property after such acquisition is violated by existing consummated or proposed structures or land useincrease the principal amount secured thereby after such acquisition is consummated; (eo) Liens consisting of landlords or customary restrictions on transfers of mortgagees assets contained in agreements related to the sale thereof pending consummation of landlordsthe sale thereof, arising solely by operation provided that such Liens apply only to the assets to be sold and the sale of law, on fixtures and movable property located on premises leased in such assets is otherwise permitted under the ordinary course terms of business; this Agreement ;and (fp) the followingLiens granted by Borrower on Non-Trading Assets, so long with “Non-Trading Assets” defined as the applicability, amount, property or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not in the aggregate materially detract from the value assets of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (Borrower other than liens relating cash, cash equivalents, deposit accounts, accounts, accounts receivable and other rights to environmental laws or ERISApayment, provided, that subsection 5.3(i) above shall not be limited by this subsection 5.3(p); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liens.

PLEDGE OF ASSETS. Mortgage, pledge, grant Grant or permit to exist a security interest inany Lien upon, all or lien upon any portion of Borrower’s assets of the Companies now owned or hereafter acquired, except (collectively, “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost security interests in favor of the assets being acquired Bank, (b) Liens for taxes not yet due, (c) Liens existing on the date of acquisition. this Agreement disclosed in Schedule 5.7, (bd) pledges additional capitalized lease obligations and purchase money security interests in assets acquired after the date of this Agreement, if the total principal amount secured by such Liens does not exceed $500,000 at any one time, (e) Liens incidental to the conduct of business or deposits made to secure payment the ownership of worker’s compensation, or to participate in any fund properties and assets (including Liens in connection with worker’s compensation, unemployment insuranceinsurance and other like laws (excluding Liens imposed by ERISA or the substantial equivalent under foreign law (including any statutory Liens for profit sharing plans imposed by foreign law)), pensionswarehousemen’s mechanic’s materialmen’s and attorneys’ Liens, and statutory or other social security programs; common law landlords’ Liens (cor the substantial equivalent under foreign law)) good-faith and Liens and pledges or deposits made to secure the performance of bids, tenders, insurance tenders or other contracts (other than for the repayment of borrowed money), or leasestrade contracts, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, bonds or other similar bonds as all such Liens arise of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money, provided, in each case, the Companies; (d) encumbrances consisting of zoning restrictionsobligation secured is not more than 30 days overdue or, easementsif so overdue, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate actions or proceedings diligently conductedand adequate reserves have been established in accordance with GAAP, reserves (f) Liens of or resulting from any judgment or award not constituting an Event of Default under Section 6.1(h), (g) minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other provisions therefor required by GAAP have been maderestrictions as to the use of real properties, levy which are necessary for the conduct of the activities of the Borrower and execution thereon have been stayed its Subsidiaries or which customarily exist on properties of companies engaged in similar activities and continue to be stayed, similarly situated and they which do not in the aggregate materially detract from the value of the property of the Person in question, or any event materially impair the their use thereof in the operation of the business of the Borrower and its business: Subsidiaries, (Ah) claims Liens or set-off rights arising by contract in the ordinary course of business or by law and in connection with cash management and banking arrangements entered into in the ordinary course of business or (i) Liens for taxes (other than liens relating securing obligations under interest rate hedge agreements. Without limiting the generality of the foregoing, Borrower shall not grant or permit to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including exist any attachment of personal or Lien upon the real property or other legal process prior to adjudication of a dispute and improvements located at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx 00000, except for Liens described in clauses (b), (e), (f) and (g) of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liensimmediately preceding sentence.

PLEDGE OF ASSETS. MortgageOther than Permitted Liens, mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of Borrower’s assets of the Companies now owned or hereafter acquired, except (collectivelyany of the foregoing in favor of Bank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof. “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: ” shall mean (i) such Liens do not at any time encumber any property other than existing on the assets financed by such Indebtedness and the proceeds thereofdate hereof, and (ii) Liens for taxes, fees, assessments or other government charges or levies, either (A) not due and payable, or (B) being contested in good faith and for which Borrower maintains adequate reserves, (iii) purchase money Liens for items or property acquired or held by Borrower or its subsidiaries incurred for financing the Indebtedness secured thereby does not exceed the reasonable acquisition cost thereof, (iv) capital leases, (v) synthetic or off balance sheet leases, (vi) Liens of the assets being acquired on the date of acquisition. carriers, warehousemen, suppliers or other persons or entities that are possessory in nature, (bvii) pledges or deposits made Liens to secure payment of worker’s workers’ compensation, or to participate in any fund in connection with worker’s compensation, unemployment employment insurance, old-age pensions, or other social security programs; and other like obligations, (cviii) good-faith pledges Liens incurred in the extension, renewal or deposits made to secure performance refinancing of bids, tenders, insurance or other contracts the indebtedness secured by Liens described in clauses (other than for the repayment of borrowed moneyi) through (iii), but only if such Liens are limited to the property encumbered by the Liens described in clauses (i) through (iii) and the principal amount of the indebtedness does not increase, (ix) leases or subleases of real property or leases, subleases, non-exclusive licenses or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise sublicenses of personal property granted in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its Borrower’s business, and none of which is violated by existing or proposed structures or land use; (ex) Liens arising from attachments or judgments, orders or decrees in circumstances not constituting an Event of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and Default under Section 6.1 (f); and (xi) Liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; provided however that the followingpurchase money Liens in this subsection (iii), so long as the applicability, amount, capital leases in this subsection (iv) and synthetic or validity thereof is being contested off balance sheet leases in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not this subsection (v) shall secure no more than Ten Million Dollars ($10,000,000) in the aggregate materially detract from the value of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liensamount outstanding.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest inLien (as hereinafter defined) upon, all or lien upon any portion of Borrower's assets of the Companies now owned or hereafter acquired, except any of the following (collectivelyeach of the following, “a "Permitted Liens”Lien"): (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which reasonable reserves have been established by Borrower; (b) Liens in respect of property or assets of Borrower imposed by law which were incurred in the ordinary course of business, such as carriers', warehousemen's, and mechanics' Liens, statutory landlord's Liens, and other similar Liens arising In the ordinary course of business; (c) Liens created in favor of the Bank; (d) Liens existing on the date hereof to the extent listed, and the property subject thereto described, on Schedule 5.3 and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto; (e) Liens arising from judgments, decrees or attachments (or securing Permitted Indebtedness provided that of appeal bonds with respect thereto) in circumstances not constituting an Event of Default under Section 6.1 (f), so long as no cash or property (other than proceeds of insurance payable by reason of such judgments, decrees or attachments) is deposited or delivered to secure any such judgment(s) and award(s) and appeal bond(s) in respect thereof, the fair market value of which exceeds $5,000,000 in aggregate; (f) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, to the extent required by law, or (ii) to secure the performance of tenders, surety bonds, bids, leases, government contracts, performance and return-of- money bonds and other similar obligations incurred in the ordinary course of business not involving in excess of $5,000,000 in aggregate amount, and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto; (g) licenses, leases or subleases granted to other persons not interfering in any material respect with the business of Borrower; (h) easements, rights-of-way, restrictions, minor defects or Irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of Borrower; (i) banker's Liens, rights of setoff and similar Liens in respect of operational and payment risks (but not, in any event, indebtedness for borrowed money) under deposit accounts established and maintained by Borrower in the ordinary course of business; (j) Liens arising from precautionary UCC financing statements regarding operating leases permitted by this Agreement; (k) any interest or title of a lessor under any true lease; (I) Liens upon assets of Borrower subject to capital leases in an amount not exceeding $10,000,000 at any time outstanding and Liens securing purchase money obligations for fixed any subsequent extensions or capital assets: renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto, provided that (i) such Liens do not at any time encumber any property other than only serve to secure the assets financed by payment of debt arising under such Indebtedness and the proceeds thereof, capital leases and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of Liens encumbering the assets being acquired on the date giving rise to such capital leases do not encumber any other assets of acquisition. (b) pledges or deposits made to secure payment of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programsBorrower; (cm) good-faith pledges or deposits made to secure performance purchase money Liens placed upon assets of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise Borrower used in the ordinary course of business of Borrower at the Companiestime of the acquisition thereof by the Borrower to secure the payment of debt Incurred to pay all or a portion of the purchase price thereof or to secure debt incurred solely for the purpose of financing the acquisition of any such assets or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (i) such Liens only serve to secure the payment of debt arising in connection with such acquisition of such assets and (ii) the Liens encumbering such assets do not encumber any other assets of Borrower; (dn) encumbrances consisting of zoning restrictions, easements, or other restrictions Liens on the use assets of real propertyacquired in connection with an Acquisition permitted under Section 5.2 and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto, none of which impair in any material respect provided that such Liens existed at the use time of such property by the Person in question in the operation of its businessAcquisition, and none of which provided further that such Lien does not encumber additional property after such acquisition is violated by existing consummated or proposed structures or land useincrease the principal amount secured thereby after such acquisition is consummated; (eo) Liens consisting of landlords or customary restrictions on transfers of mortgagees assets contained in agreements related to the sale thereof pending consummation of landlordsthe sale thereof, arising solely by operation provided that such Liens apply only to the assets to be sold and the sale of law, on fixtures and movable property located on premises leased in such assets is otherwise permitted under the ordinary course terms of business; this Agreement ;and (fp) the followingLiens granted by Borrower on Non-Trading Assets, so long with "Non-Trading Assets• defined as the applicability, amount, property or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not in the aggregate materially detract from the value assets of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (Borrower other than liens relating cash, cash equivalents, deposit accounts, accounts, accounts receivable and other rights to environmental laws or ERISApayment, provided, that subsection 5.3(i) above shall not be limited by this subsection 5.3(p); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liens.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “Liens”), all or any portion of its properties or assets of the Companies now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost in favor of the assets being acquired on the date of acquisition.Agent; (b) pledges or deposits made to secure payment Liens in favor of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programsthe Senior Lender; (c) good-faith pledges Liens in favor of Enhanced Capital Texas; (d) Liens for Indebtedness permitted pursuant to Section 7.4; (e) Liens for taxes, assessments, governmental charges or deposits made to secure performance claims the payment of bidswhich is not due or delinquent; (f) statutory Liens of landlords and Liens of carriers, tenderswarehousemen, insurance or mechanics, materialmen and other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise imposed by law incurred in the ordinary course of business for sums the payment of the Companieswhich is not due or delinquent; (dg) encumbrances consisting Liens (other than any Lien imposed by ERISA, and other than any Lien securing an obligation for the payment of borrowed money or for the deferred purchase price of property or services) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and other similar obligations; (h) zoning restrictions, easements, or other licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto (and, with respect to leasehold interests, Liens and other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased property and arise by, through or under or are asserted by a landlord or owner of the leased property, none with or without consent of which impair the lessee) that were not incurred in any material respect connection with the use borrowing of such property by the Person in question in the operation of its business, money and none of which is violated by existing or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they that do not in the aggregate materially detract from the value of the property of the Person in question, Borrower or materially impair the use thereof of such property for the purposes for which such property is held by the Borrower; and (i) the extension, renewal or replacement of any Permitted Lien described in clauses (b) or (c) above, but only if the operation principal amount of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process the Indebtedness secured by such Lien immediately prior to adjudication of a dispute of such extension, renewal or replacement is not increased and the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or Lien is not extended to other like Liensproperty.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “liens”), all or any portion of Borrower’s assets of the Companies now owned or hereafter acquired, or permit POCI to do the same in respect of its assets, except the following liens (collectively, “Permitted Liens”): ): (a) Liens securing Permitted Indebtedness liens in favor of Bank, (b) liens existing as of, and disclosed to Bank in writing prior to, the date hereof, (c) liens to the extent they secure purchase money debt permitted under Section 5.2 hereof provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens liens do not at any time encumber any property other than extend beyond the assets financed by such Indebtedness (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such purchase money financing, (d) liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith pursuant to appropriate proceedings and for which Borrower maintains adequate reserves on its books in accordance with GAAP, (e) liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (b) through (d), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and (ii) other material terms taken as a whole, of any such refinancing, refunding, renewing or extending indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Borrower than the Indebtedness secured thereby terms of any agreement or instrument governing the indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending indebtedness does not exceed the reasonable acquisition cost of the assets being acquired on the date of acquisition. then applicable market interest rate; (bf) pledges or deposits made to secure payment of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programs; (c) good-faith pledges or deposits made to secure performance of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, subleases, licenses or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise sublicenses of property granted in the ordinary course of business and not substantial in amount; (g) liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; (h) liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the Companies; ordinary course of business (dother than Liens imposed by ERISA); (i) encumbrances consisting liens on property of, or on shares of zoning restrictionsstock or Indebtedness of, easementsany corporation existing at the time such corporation becomes, or becomes a part of, any subsidiary; provided that such liens do not extend to or cover any property or assets of Borrower or any subsidiary other than the property or assets acquired and the proceeds and products thereof and were not incurred in anticipation of such person becoming a subsidiary; (j) liens arising by operation of law and in the ordinary course of Borrower’s and its subsidiaries’ business of landlords and carriers, warehousemen, mechanics, suppliers, sellers, material men or repairmen, or other similar liens; (k) easements, rights-of-way, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of real property, none property or conduct of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none liens in favor of which is violated by existing governmental authorities and public utilities, that do not materially interfere with the ordinary course of business of Borrower and its subsidiaries; (l) liens arising from the rendering of an interim or proposed structures final judgment or land use; order against Borrower or any subsidiary that does not give rise to an Event of Default; and (em) Liens of landlords or of mortgagees of landlords, liens arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) Borrower’s and/or its subsidiaries’ business in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not in the aggregate materially detract from the value importation of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liensgoods.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon (collectively, “Liens”), all or any portion of its properties or assets of the Companies now owned or hereafter acquired, except the following (collectively, “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost in favor of the assets being acquired on the date of acquisition.Agent; (b) pledges or deposits made to secure payment Liens in favor of worker’s compensation, or to participate in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programsthe Senior Lender; (c) good-faith pledges Liens for Indebtedness permitted pursuant to Section 7.4; (d) Liens for taxes, assessments, governmental charges or deposits made to secure performance claims the payment of bidswhich is not due or delinquent; (e) statutory Liens of landlords and Liens of carriers, tenderswarehousemen, insurance or mechanics, materialmen and other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise imposed by law incurred in the ordinary course of business for sums the payment of the Companieswhich is not due or delinquent; (df) encumbrances consisting Liens (other than any Lien imposed by ERISA, and other than any Lien securing an obligation for the payment of borrowed money or for the deferred purchase price of property or services) incurred or deposits made in the ordinary course of business in connection with obligations not due or delinquent with respect to workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and other similar obligations; (g) zoning restrictions, easements, or other licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto (and, with respect to leasehold interests, Liens and other encumbrances that are incurred, created, assumed or permitted to exist on or with respect to the leased property and arise by, through or under or are asserted by a landlord or owner of the leased property, none with or without consent of which impair the lessee) that were not incurred in any material respect connection with the use borrowing of such property by the Person in question in the operation of its business, money and none of which is violated by existing or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they that do not in the aggregate materially detract from the value of the property of the Person in question, Borrower or materially impair the use thereof of such property for the purposes for which such property is held by the Borrower; and (h) the extension, renewal or replacement of any Permitted Lien described in clauses (b) or (c) above, but only if the operation principal amount of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process the Indebtedness secured by such Lien immediately prior to adjudication of a dispute of such extension, renewal or replacement is not increased and the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or Lien is not extended to other like Liensproperty.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, all or any portion of assets of the Companies now owned or hereafter acquired, except (collectively, “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed any of the foregoing in favor of Lender or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereofwhich is existing as of, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on disclosed to Lender in writing prior to, the date of acquisition. hereof, (b) liens for taxes, assessments or similar charges, incurred in the ordinary course of business and which are not yet due and payable, (c) pledges or deposits made in the ordinary course of business to secure payment of worker’s workers’ compensation, or to participate in any fund in connection with worker’s workers’ compensation, unemployment insurance, pensions, old-age pensions or other social security programs; , liens or mechanics, materialmen, warehousemen, carriers, or other like liens, securing obligations incurred in the ordinary course of business and that are not yet due and payable and liens of landlords securing obligations to pay lease payments that are not yet due and payable or in default, (cd) good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, insurance or other contracts (other than for the repayment of borrowed money), ) or leases, not in excess of the aggregate amount to be due thereunder, or to secure statutory obligations, surety or appeal bondssurety, or appeal, indemnity, performance, performance or other similar bonds as all such Liens arise in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictions, easements, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased required in the ordinary course of business; and , (fe) the followingclaims or liens for taxes, so long as the applicability, amount, assessments or validity thereof is charges due and payable and subject to interest or penalty that are being contested in good faith by appropriate proceedings diligently conducted, faith; provided that reserves or other applicable provisions therefor as shall be required by GAAP have been made, levy and execution thereon have been stayed and continue to shall be stayedmaintained, and they do (f) liens arising from operating leases and precautionary UCC financing statement filings in respect thereof and equipment or other materials that are not owned by Borrower or its subsidiaries located on the premises of Borrower or such subsidiary in the aggregate materially detract from the value ordinary course of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (other than liens relating to environmental laws or ERISA); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liens.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon upon, or permit Guarantor to mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or Guarantor’s assets of the Companies now owned or hereafter acquired, except (collectively, “Permitted Liens”): (a) Liens securing Permitted Indebtedness provided that with respect to capital leases and Liens securing purchase money obligations for fixed any of the foregoing in favor of Bank or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereofwhich is existing as of, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on disclosed to Bank in writing prior to, the date of acquisition. hereof, (b) pledges purchase money security interests in equipment or deposits made to other fixed assets that secure payment of worker’s compensation, or to participate in any fund Assumed Liabilities incurred in connection with worker’s compensationPermitted Acquisitions permitted under Section 5.4 above, unemployment insurance, pensions, or other social security programs; (c) good-faith pledges or deposits made liens to secure performance of bidspurchase money indebtedness (including capitalized leases) permitted under Section 5.3(e) and (f) hereof, tenders, insurance or other contracts (other than for the repayment of borrowed money), or leases, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or other similar bonds as all such Liens arise in the ordinary course of business of the Companies; (d) encumbrances consisting of zoning restrictionsliens for taxes, easementsfees, assessments or other restrictions on the use of real propertygovernmental charges or levies, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing either not delinquent or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate proceedings diligently conductedwith adequate reserves being maintained in accordance with generally accepted accounting principles, reserves provided the same have no priority over any of Bank’s security interests, (e) liens of carriers, warehousemen, suppliers, or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not persons that are possessory in nature arising in the ordinary course of business so long as such liens (i) secure liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars ($100,000), (ii) have no priority over any of Bank’s security interests and (iii) are not delinquent or remain payable without penalty or are being contested in good faith and by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto, and with adequate reserves being maintained in accordance with generally accepted accounting principles, (f) liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than liens imposed by ERISA) so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the collateral on account thereof, (g) statutory or common law liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, (h) liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds, and other obligations of like nature, in each case, in the ordinary course of business so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the collateral on account thereof, (i) leases or subleases of real property granted in the ordinary course of Borrower’s or Guarantor’s business (or, if referring to another person, in the ordinary course of such person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than intellectual property) granted in the ordinary course of Borrower’s or Guarantor’s business (or, if referring to another person, in the ordinary course of such person’s business), if the leases, subleases, licenses and sublicenses do not (i) prohibit granting Bank a security interest therein, (i) interfere in any material respect with the business of the Borrower or Guarantor or materially detract from the value of the property relevant assets of the Person in questionBorrower or Guarantor, or materially impair the use thereof (iii) secure any Indebtedness, (j) licenses of intellectual property granted to third parties in the operation ordinary course of business, (k) liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default, (l) bankers’ liens, rights of setoff and similar liens in favor of other financial institutions arising in connection with Borrower’s or Guarantor’s deposit accounts held at such institutions, to the extent permitted by Section 4.10, (m) liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods, (n) liens of Borrower’s landlord on the Specified Account together with any cash or cash equivalents on deposit therein to secure Borrower’s obligations to its business: (A) claims and Liens for taxes (other than liens relating landlord under its premises lease in an amount not to environmental laws exceed the lesser of $4,200,000 plus interest thereon or ERISA); (B) claims and Liens uponthe amount required to secure Borrower’s obligations to its landlord under its premises lease, and defects (o) liens incurred in connection with any extension, renewal or refinancing of title toindebtedness permitted hereunder secured by the liens permitted under clauses (a), real (b) and (c) of this Section 5.7, provided that the scope of any such lien shall not be increased, or personal propertyotherwise expanded, including to cover any attachment of personal or real additional property or other legal process prior to adjudication type of a dispute asset, as applicable, beyond the existing lien and the principal amount of the merits; and indebtedness being extended, renewed or refinanced does not increase (Cthe liens described in clauses (a) claims and Liens of mechanicsthrough (o), materialmencollectively, warehousemen, carriers, landlords, or other like “Permitted Liens”).

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest inLien (as hereinafter defined) upon, all or lien upon any portion of Borrower's assets of the Companies now owned or hereafter acquired, except any of the following (collectivelyeach of the following, “a "Permitted Liens”Lien"): (a) inchoate Liens securing Permitted Indebtedness provided that with respect to capital leases for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and Liens securing purchase money obligations by appropriate proceedings for fixed or capital assets: (i) such Liens do not at any time encumber any property other than the assets financed which reasonable reserves have been established by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on the date of acquisition.Borrower; (b) pledges Liens in respect of property or deposits made to secure payment assets of worker’s compensationBorrower imposed by law which were incurred in the ordinary course of business, or to participate such as carriers', warehousemen's, and mechanics' Liens, statutory landlord's Liens, and other similar Liens arising in any fund in connection with worker’s compensation, unemployment insurance, pensions, or other social security programsthe ordinary course of business; (c) good-faith pledges Liens created in favor of the Bank; (d) Liens existing on the date hereof to the extent listed, and the property subject thereto described, on Schedule 5.3 and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto; (e) Liens arising from judgments, decrees or attachments (or securing of appeal bonds with respect thereto) in circumstances not constituting an Event of Default under Section 6.1 (e), so long as no cash or property (other than proceeds of insurance payable by reason of such judgments, decrees or attachments) is deposited or delivered to secure any such judgment(s) and award(s) and appeal bond(s) in respect thereof, the fair market value of which exceeds $5,000,000 in aggregate; (f) Liens incurred or deposits made in the ordinary course of business (i) in connection with workers' compensation, unemployment insurance and other types of social security, to the extent required by law, or (ii) to secure the performance of tenders, surety bonds, bids, tendersleases, insurance government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business not involving in excess of $5,000,000 in aggregate amount, and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto; (g) licenses, leases or subleases granted to other contracts persons not interfering in any material respect with the business of Borrower; (h) easements, rights-of-way, restrictions, minor defects or irregularities in title and other than similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of Borrower; (i) banker's Liens, rights of setoff and similar Liens in respect of operational and payment risks (but not, in any event, indebtedness for the repayment of borrowed money)) under deposit accounts established and maintained by Borrower in the ordinary course of business; (j) Liens arising from precautionary UCC financing statements regarding operating leases permitted by this Agreement; (k) any interest or title of a lessor under any true lease; (l) Liens upon assets of Borrower subject to capital leases in an amount not exceeding $10,000,000 at any time outstanding and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto, or leases, or provided that (x) such Liens only serve to secure statutory obligations, surety or appeal bonds, or indemnity, performance, or the payment of debt arising under such capital leases and (y) the Liens encumbering the assets giving rise to such capital leases do not encumber any other similar bonds as all such assets of Borrower; (m) purchase money Liens arise placed upon assets of Borrower used in the ordinary course of business of Borrower at the Companiestime of the acquisition thereof by the Borrower to secure the payment of debt incurred to pay all or a portion of the purchase price thereof or to secure debt incurred solely for the purpose of financing the acquisition of any such assets or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that (x) such Liens only serve to secure the payment of debt arising in connection with such acquisition of such assets and (y) the Liens encumbering such assets do not encumber any other assets of Borrower; (dn) encumbrances consisting of zoning restrictions, easements, or other restrictions Liens on the use assets of real propertyacquired in connection with an Acquisition permitted under Section 5.2 and any subsequent extensions or renewals thereof which does not include an increase in the principal amount secured thereby or in the property subject thereto, none of which impair in any material respect provided that such Liens existed at the use time of such property by the Person in question in the operation of its businessAcquisition, and none of which provided further that such Lien does not encumber additional property after such acquisition is violated by existing consummated or proposed structures or land useincrease the principal amount secured thereby after such acquisition is consummated; (eo) Liens consisting of landlords or customary restrictions on transfers of mortgagees assets contained in agreements related to the sale thereof pending consummation of landlordsthe sale thereof, arising solely by operation provided that such Liens apply only to the assets to be sold and the sale of law, on fixtures and movable property located on premises leased in such assets is otherwise permitted under the ordinary course terms of business; this Agreement ;and (fp) the followingLiens granted by Borrower on Non-Trading Assets, so long with "Non-Trading Assets" defined as the applicability, amount, property or validity thereof is being contested in good faith by appropriate proceedings diligently conducted, reserves or other provisions therefor required by GAAP have been made, levy and execution thereon have been stayed and continue to be stayed, and they do not in the aggregate materially detract from the value assets of the property of the Person in question, or materially impair the use thereof in the operation of its business: (A) claims and Liens for taxes (Borrower other than liens relating cash, cash equivalents, deposit accounts, accounts, accounts receivable and other rights to environmental laws or ERISApayment, provided, that subsection 5.3(i) above shall not be limited by this subsection 5.3(p); (B) claims and Liens upon, and defects of title to, real or personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords, or other like Liens.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, any Lien upon all or lien upon any portion of Borrower’s or any Subsidiary’s assets of the Companies now owned or hereafter acquired, except (collectively, “Permitted Liens”):as follows: (a) Liens and security interests in favor of the Bank; (b) Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); (c) Liens existing on the Closing Date and disclosed in Schedule 5.7; (d) Liens granted to others in assets of the Borrower or any Subsidiary after the Closing Date and securing Permitted Indebtedness provided indebtedness permitted under Section 5.2(e) and Section 5.2(f); provided, that with respect to capital leases and Liens securing purchase money obligations for fixed or capital assets: (i) such Liens do shall not extend to any intellectual property of the Borrower or any Subsidiary and the total aggregate principal amount secured by such Liens shall not at any time encumber any property other than the assets financed by such Indebtedness and the proceeds thereof, and (ii) the Indebtedness secured thereby does not exceed the reasonable acquisition cost of the assets being acquired on the date of acquisition.$50,000,000; (be) pledges Liens incidental to the conduct of business or deposits made to secure payment the ownership of worker’s compensation, or to participate in any fund properties and assets (including Liens in connection with worker’s compensation, unemployment insuranceinsurance and other like laws (excluding Liens imposed by ERISA or the substantial equivalent under foreign law (including any statutory Liens for profit sharing plans imposed by foreign law)), pensionswarehousemen’s mechanic’s materialmen’s and attorneys’ Liens, and statutory or other social security programs; common law landlords’ Liens (cor the substantial equivalent under foreign law)) good-faith and Liens and pledges or deposits made to secure the performance of bids, tenders, insurance tenders or other contracts (other than for the repayment of borrowed money), or leasestrade contracts, or to secure statutory obligations, surety or appeal bonds, or indemnity, performance, bonds or other similar bonds as all such Liens arise of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money, provided, in each case, the Companies; (d) encumbrances consisting of zoning restrictionsobligation secured is not more than 30 days overdue or, easementsif so overdue, or other restrictions on the use of real property, none of which impair in any material respect the use of such property by the Person in question in the operation of its business, and none of which is violated by existing or proposed structures or land use; (e) Liens of landlords or of mortgagees of landlords, arising solely by operation of law, on fixtures and movable property located on premises leased in the ordinary course of business; and (f) the following, so long as the applicability, amount, or validity thereof is being contested in good faith by appropriate actions or proceedings diligently conductedand adequate reserves have been established in accordance with GAAP; (f) Liens of or resulting from any judgment or award not constituting an Event of Default under Section 6.1(i); (g) minor survey exceptions or minor encumbrances, reserves easements or reservations, or rights of others for rights-of-way, utilities and other similar purposes, or zoning or other provisions therefor required by GAAP have been maderestrictions as to the use of real properties, levy which are necessary for the conduct of the activities of the Borrower and execution thereon have been stayed its Subsidiaries or which customarily exist on properties of companies engaged in similar activities and continue to be stayed, similarly situated and they which do not in the aggregate materially detract from the value of the property of the Person in question, or any event materially impair the their use thereof in the operation of the business of the Borrower and its Subsidiaries; (h) Liens or set-off rights arising by contract in the ordinary course of business or by law and in connection with cash management and banking arrangements entered into in the ordinary course of business: ; (Ai) claims and Liens for taxes in connection with any indebtedness under any swap agreements (other than liens relating as defined in 11 U.S.C. § 101, as in effect from time to environmental laws time) between Borrower, or ERISA); (B) claims and Liens uponany of its Subsidiaries, and defects Bank, or its affiliates, whenever executed; and (j) Liens placed upon equipment or component materials (and the proceeds thereof) of title toa Credit Party for short-term trade payable arrangements with vendors of such Credit Party to secure all or a portion of the purchase price of such equipment or materials, real provided that (i) any such lien shall not encumber any other property of any Credit Party, (ii) the amount of indebtedness secured thereby is not increased, (iii) the principal amount of indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase of such property at the time of purchase and (iv) such Liens are in the ordinary course of business and consistent with prior practices. Without limiting the generality of the foregoing, neither Borrower nor any Subsidiary shall grant, pledge, encumber or personal property, including permit to exist any attachment Lien upon (i) any of personal its domestic or real property foreign stock or other legal process prior to adjudication of a dispute of the merits; and (C) claims and Liens of mechanicsEquity Interests, materialmen, warehousemen, carriers, landlordsnow outstanding or hereafter issued, or other like Liens(ii) any of its now existing or hereafter acquired or created intellectual property.