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, all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, except (i) any of the foregoing in favor of Bank, (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”).

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien (collectively, a “Lien”) in or upon, all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, or permit the same in respect of any of its subsidiaries and each such subsidiary’s assets, except (i) any of the foregoing in favor of Bank, (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) foregoing: (a) liens securing the indebtedness any Lien created under any Loan Document; (b) Liens for taxes, fees, assessments or other governmental charges which is permitted to be incurred and secured under Section 5.4(c)are not delinquent or remain payable without penalty, but only or to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which that non-payment thereof is permitted and secured under Sections 5.4(f)by Section 4.7; provided, but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(fthat no notice of lien has been filed or recorded with respect thereto; (c) (“Permitted Target Liens”), (iv) statutory liens of landlordssuppliers’, carriers’, warehousemen, processors’s, mechanics’, materialmen landlords’, material men’s, repairmen’s or suppliers incurred other similar Liens arising in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by delinquent for a period of more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (d) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with respect thereto are maintained workers’ compensation, unemployment insurance and other social security legislation; (e) Liens on the books property securing (i) the non-delinquent performance of Borrower or its subsidiariesbids, as the case may betrade contracts (other than for borrowed money), in conformity with generally accepted accounting principlesleases, statutory obligations, (viii) zoning contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business; (f) leases, subleases, easements, rights-of-way, encroachments and other survey defects, restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, similar encumbrances incurred in the aggregate, are ordinary course of business which do not substantial in amountimpose material financial obligations on it, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course conduct of its business; (g) purchase money security interests on assets acquired or held by it securing indebtedness incurred or assumed for the purpose of financing all or any part of the business cost of acquiring such asset; provided, that (i) any such Lien attaches to such equipment concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the asset so acquired in such transaction, and (iii) the principal amount of the applicable person/entity, debt secured thereby does not exceed the cost of such asset; (viih) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens Liens securing obligations in respect of judgments capital leases on assets subject to such leases; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, that do (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by it in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (ii) such deposit account is not intended by it to provide collateral to the depository institution; (j) Liens assumed in connection with a business acquisition or merger; provided, that, such Lien was created prior to such acquisition or merger (and not in contemplation thereof) and if anyany such Lien is of a type not permitted under the other provisions of this Section 5.7, such Lien is satisfied and terminated within 30 days after such acquisition or merger; and (k) constitute an Event any Lien existing on its property as of Default (collectivelythe date hereof and set forth on Schedule 5.7 hereto; provided, “Permitted Liens”)that no such Lien shall be amended to cover additional property and no such Lien shall be amended to cover additional indebtedness.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, except (i) any of the foregoing in favor of Bank, (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower Xxxxxxxx and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”).of

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon(either, a “Lien”) in or upon all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, except for the following Liens (iindividually, a “Permitted Lien” and, collectively, the “Permitted Liens”): (a) any of the foregoing Liens in favor of BankBank (b) Liens which are existing as of, and disclosed to Bank in writing prior to, the date hereof, (iic) any of Liens to the foregoing extent the same constitute purchase money liens which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract secure indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 5.2(b); (“Permitted Derivatives Contract Liens”d) (iii) (a) liens securing the indebtedness which is permitted to be Liens incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made in the ordinary course of business in compliance connection with workers workers’ compensation, unemployment insurance insurance, old-age pensions and other social security laws benefits; (e) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’ Liens, incurred in good faith in the ordinary course of business and securing obligations which are not yet due or which are being contested in good faith by appropriate proceedings with adequate reserves set aside; (f) Liens securing the payment of taxes, assessments and governmental charges or levies, either (i) not delinquent, or (ii) being contested in good faith by appropriate legal or administrative proceedings with adequate reserves set aside; (g) zoning restrictions, easements, licenses, reservations, provisions, covenants, conditions, waivers and restrictions on the use of property or irregularities of title, none of which materially impairs the use of any property material to the operation of the business of Borrower or the value of such property; (h) attachment, judgment or other similar Liens arising in connection with court proceedings that would not reasonably be expected to have a Material Adverse Effect and (i) that are discharged or stayed within thirty (30) days of attachment or levy, or (ii) payment of which is covered (subject to customary and reasonable deductibles) by insurance or surety bonds; (i) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Borrower in excess of those set forth by regulations promulgated by the Board of Governors of the Federal Reserve System, and (ii) such deposit account is not intended by Borrower to provide collateral to the depository institution; and (j) extensions, renewals and replacements of Liens referred to in sub-paragraphs (a) through (i) of this definition; provided that any extension, renewal or replacement Lien of any Lien referred to in sub-paragraphs (b) through (i) of this definition shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an aggregate amount not to exceed $500,000greater than the amount of the obligations secured by the Lien extended, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)renewed or replaced.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien uponupon (collectively, “liens”), all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, or permit POCI to do the same in respect of its assets, except the following liens (icollectively, “Permitted Liens”): (a) any of the foregoing liens in favor of Bank, (iib) any of the foregoing which is liens existing as of the date hereof of, and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9to Bank in writing prior to, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (ac) liens securing to the extent they secure purchase money debt permitted under Section 5.2 hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such purchase money financing, (d) liens to the extent they secure Borrower’s obligations to a lessor of property leased to Borrower and permitted under Section 5.2(d) hereof provided that such liens do not extend beyond the assets (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) subject to such permitted lease, (e) 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, (f) liens incurred in the extension, renewal or refinancing of the indebtedness which is permitted to be incurred and secured under Section 5.4(cby Liens described in (b) through (d), but only to the extent such liens attach solely any extension, renewal or replacement Lien must be limited to the property so acquired encumbered by the existing Lien and the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and 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 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 then applicable market interest rate; (g) leases, subleases, licenses or sublicenses of property granted in the applicable transaction, ordinary course of business and not substantial in amount; (bh) liens securing indebtedness which is permitted in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; (i) liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers other like obligations incurred in the ordinary course of business (1other than Liens imposed by ERISA); (j) and securing amounts not yet due liens on property of, or (2) declared to be due by on shares of stock or Indebtedness of, any corporation existing at the claimant thereunder which are not overdue by more than thirty (30) days time such corporation becomes, or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reservesbecomes a part of, any subsidiary; provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges do not yet due and payable extend to or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books 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; (k) liens arising by operation of law and in the ordinary course of Borrower’s and its subsidiaries’ business of landlords and carriers, as the case may bewarehousemen, in conformity with generally accepted accounting principlesmechanics, suppliers, sellers, material men or repairmen, or other similar liens; (vil) zoning restrictions and easements, licensesrights-of-way, covenants municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions affecting on the use of real property which, in the aggregate, are not substantial in amountor conduct of business, and which liens in favor of governmental authorities and public utilities, that do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of Borrower and its subsidiaries; (m) liens arising from the applicable person/entity, rendering of an interim or final judgment or order against Borrower or any subsidiary that does not give rise to an Event of Default; and (viin) pledges and deposits made liens arising in the ordinary course of Borrower’s and/or its subsidiaries’ business in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower customs and (viii) judgment liens revenue authorities arising as a matter of law to secure payment of customs duties in respect connection with the importation of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)goods.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien (each a "Lien") upon, all or any portion of Borrower’s or any subsidiary’s 's assets now owned or hereafter acquired, except for (ia) any of the foregoing Liens in favor of Bank; (b) Liens existing as of, and disclosed to Bank in writing prior to, the date hereof; (c) Liens for taxes, fees, assessments or other government charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves in accordance with generally accepted accounting principles; (d) purchase money Liens (i) on equipment acquired or held by Borrower incurred for financing the acquisition of such equipment, or (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, equipment when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Section 5.4(c)acquired, but only to the extent such liens attach solely that the Lien is confined to the property so acquired in and improvements and the applicable transaction, proceeds of the equipment; (e) Leases or subleases and (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen licenses or suppliers incurred sublicenses granted in the ordinary course of business Borrower's business; (1f) and securing amounts not yet due Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (2a) declared through (e), but any extension, renewal or replacement Lien must be limited to be due the property encumbered by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor existing Lien and the aggregate principal amount of the indebtedness may not increase; (g) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 6.1(e); (h) non-consensual Liens in favor of other financial institutions arising in connection with Borrower's deposit accounts held at such liens institutions and the aggregate amount of obligations covered thereby under this clause encumbering only such deposit accounts; and (2i) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges other Liens not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made described above arising in the ordinary course of business in compliance with workers compensationBorrower's business, unemployment insurance not having or not reasonably likely to have a material adverse effect on Borrower and other social security laws and regulations in an aggregate amount securing indebtedness not to exceed the aggregate amount of One Hundred Thousand Dollars ($500,000, (viii100,000) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)outstanding at any time.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien (collectively, a "Lien") in or upon, all or any portion of Borrower’s or any subsidiary’s 's assets now owned or hereafter acquired, except (i) any of the foregoing in favor of Bank(collectively, (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“"Permitted Derivatives Contract Liens”) (iii) "): (a) liens securing the indebtedness any Lien created under this Agreement; (b) Liens for taxes, fees, assessments or other governmental charges which is permitted to be incurred and secured under Section 5.4(c)are not delinquent or remain payable without penalty, but only or to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which that non-payment thereof is permitted and secured under Sections 5.4(f)by Section 4.6; provided, but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(fthat no notice of lien has been filed or recorded with respect thereto; (c) (“Permitted Target Liens”), (iv) statutory liens of landlordssuppliers', carriers', warehousemen, processors's, mechanics', materialmen landlords', materialmen's, repairmen's or suppliers incurred other similar Liens arising in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by delinquent for a period of more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; (d) Liens incurred in connection with respect thereto are maintained the indebtedness permitted under Section 5.2 hereof; (e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation; (f) Liens on the books property securing (i) the non-delinquent performance of Borrower or its subsidiariesbids, as the case may betrade contracts (other than for borrowed money), in conformity with generally accepted accounting principlesleases, statutory obligations, (viii) zoning contingent obligations on surety and appeal bonds, and (iii) other non-delinquent obligations of a like nature; in each case, incurred in the ordinary course of business; (g) leases, subleases, easements, rights-of-way, encroachments and other survey defects, restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, similar encumbrances incurred in the aggregate, are ordinary course of business which do not substantial in amountimpose material financial obligations on the Borrower, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course conduct of Borrower's business; (h) purchase money security interests on assets acquired or held by Borrower securing indebtedness incurred or assumed for the purpose of financing all or any part of the business cost of acquiring such asset; provided, that (i) any such Lien attaches to such equipment concurrently with or within 20 days after the acquisition thereof, (ii) such Lien attaches solely to the asset so acquired in such transaction, and (iii) the principal amount of the applicable person/entity, debt secured thereby does not exceed the cost of such asset; (viii) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens Liens securing obligations in respect of judgments capital leases on assets subject to such leases; (j) Liens arising solely by virtue of any statutory or common law provision relating to banker's liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (k) Liens assumed in connection with a business acquisition or merger; provided, that, such Lien was created prior to such acquisition or merger (and not in contemplation thereof) and if any such Lien is of a type not permitted under the other provisions of this Section 5.7, such Lien is satisfied and terminated within 30 days after such acquisition or merger; and (l) any Lien existing on property of Borrower or any Affiliate as of the date hereof and set forth on Schedule 2 hereto; provided, that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)no such Lien shall be amended to cover additional property and no such Lien shall be amended to cover additional indebtedness.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, Lien upon all or any portion of Borrower’s or any subsidiarySubsidiary’s property and assets now owned or hereafter acquired, except (ia) any of the foregoing in favor of BankBank and (b) (i) Liens on property (1) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition, (ii2) of Borrower or any of its Subsidiaries existing at the time such property or assets are purchased or otherwise acquired by Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement, provided that, with respect to each of the foregoing which clauses (1) and (2), (A) such Liens are not incurred in connection with, or in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific property, (C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other property of Borrower or any of its Subsidiaries and (E) the indebtedness secured by such Liens is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceedthis Agreement, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”)5.7, (iv) statutory liens of landlords, carriers’, warehousemen, processors’s, mechanics’, materialmen or suppliers incurred materialmen’s, repairmen’s, landlord’s and other like Liens imposed by law, arising in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which obligations that are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”)compliance with Section 5.7, (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made in the ordinary course of business in compliance with workers workers’ compensation, unemployment insurance and other social security laws or regulations (including pledges or deposits securing liability for reimbursement or indemnity arrangements and regulations in an aggregate amount not to exceed $500,000letter of credit or bank guaranty reimbursement arrangements with respect thereto), (viiivi) liens granted by deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a subsidiary like nature, in each case in the ordinary course of Borrower in favor of Borrower and business, (viiivii) judgment liens Liens in respect of judgments that do not (if any) constitute an Event of Default under Section 7.1(f), (collectivelyviii) easements, “Permitted Liens”zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of Borrower or any Subsidiary, (ix) leases or subleases granted to other Persons and not interfering in any material respect with the business of the lessor or sublessor, (x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection within the importation of goods, (xi) Liens on insurance proceeds securing the premium of financed insurance proceeds, (xii) licenses of intellectual property given in the ordinary course of business (including, intercompany licensing of intellectual property between Borrower and any Subsidiary and between Subsidiaries in connection with cost-sharing arrangements, distribution, marketing, make-sell or other similar arrangements), (xiii) any interest or title of a lessor or sublessor under any lease of real property or personal property, (xiv) Liens in existence on the Closing Date and described on Schedule 6.7, and the replacement, renewal or extension thereof, provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing, (xv) security interests on fixed or capital assets (and any additions, accessions, parts, improvements and attachments thereto and the proceeds thereof) acquired, constructed or improved by Borrower or any Subsidiary, provided that (A) such security interests secure indebtedness permitted by Section 6.2(b), (B) such security interests and the indebtedness secured thereby are incurred prior to or within one hundred eighty (180) days after such acquisition or the completion of such construction or improvement, and (C) the indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, (xvi) Liens arising as a matter of law or created in the ordinary course of business in the nature of (A) normal and customary rights of setoff and bankers’ liens upon deposits of cash in favor of banks or other depository institutions and (B) Liens securing reasonable and customary fees for services in favor of banks, securities intermediaries or other depository institutions, (xvii) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to indebtedness not otherwise prohibited under this Agreement, (xviii) deposits as security for contested taxes or contested import or customs duties, (xix) Liens securing any overdraft and related liabilities arising in the ordinary course of business from treasury, depository or cash management services or automated clearing house transfers of funds, (xx) Liens on specific items of inventory or other goods and the proceeds thereof securing obligations in respect of documentary letters of credit or bankers’ acceptances issued or created for the account of Borrower or any Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or other goods, (xxi) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the State of New York (or, if applicable, the corresponding section of the Uniform Commercial Code in effect in the relevant jurisdiction), in each case covering only the items being collected upon, (xxii) Liens on assets of Foreign Subsidiaries securing indebtedness permitted by Section 6.02(e), (xxiii) Liens on any xxxx xxxxxxx money deposit made by Borrower or any Subsidiary in connection with any letter of intent or acquisition agreement that is not prohibited by this Agreement, (xxiv) any encumbrance or restriction with respect to the transfer of Equity Interests in any joint venture or similar arrangement pursuant to the terms thereof, and (xxv) Liens on assets of Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the indebtedness and other obligations secured by such Liens does not at any time exceed One Hundred Million Dollars ($100,000,000).

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, except (i) any of the foregoing in favor of Bank, (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default following (collectively, “Permitted Liens”): (a) any of the foregoing, in or upon assets, in favor of the holder of any Additional Debt Facility or Asset Based Credit Facility permitted under Section 5.3, (b) security interests in assets not constituting intellectual property securing indebtedness permitted under Section 5.3(c) herein (provided that (i) such 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 property financed and the proceeds thereof, (iii) the amount of indebtedness secured thereby is not increased, except in connection with a refinancing or replacement thereof that does not exceed the 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 original price for the purchase of such property(including customary fees, costs and expenses) at the time of purchase), (c) deposits or pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in the ordinary course of business of Borrower, (d) 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 Section 4.7, (e) liens of carriers, warehousemen, mechanics and materialmen, and other like liens arising in the ordinary course of business, 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) liens upon assets not constituting intellectual property incurred, or deposits or pledges made or given in connection with, or to secure payment of, indemnity, performance or other similar bonds, (g) liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restriction against access by Borrower in excess of those set forth by regulations promulgated by the Federal Reserve Board, and (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 materially detract from the value of such property or impair the use thereof in the business of 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), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than intellectual 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), (j) non-exclusive licenses of intellectual property rights granted to third parties in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the 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 (m) exclusive licenses of intellectual property by or to EdiZONE, LLC existing on the date of this Agreement and described on Schedule 5.8(m) hereto.

PLEDGE OF ASSETS. MortgageBorrower and its Subsidiaries will not at any time incur, pledge, grant create or permit suffer to exist a security interest in, any lien on any of its properties or lien upon, all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquiredassets, except (i) any of the foregoing in favor of Bank, (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 following (“Permitted Derivatives Contract Liens”) (iii) ): (a) liens securing the indebtedness for taxes, assessments or other governmental levies or charges not yet due or which is permitted are subject to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and a good faith contest; (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, landlords and liens of carriers, warehousemen, processors, mechanics, mechanics and materialmen or suppliers incurred in the ordinary course of business (1) that do not secure debt and securing amounts are for sums not yet due or (2) declared subject to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in a good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that contest; (c) liens on property or assets of a reserve or other appropriate provision shall have been made therefor and the aggregate amount Subsidiary to secure obligations of such liens and the aggregate amount of obligations covered thereby under this clause Subsidiary to Borrower; (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (vd) liens for taxes(other than any lien imposed by ERISA) incurred, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedingsdeposits made, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made in the ordinary course of business such as workers’ compensation liens or statutory liens; provided, however, that such liens were not incurred or made in compliance connection with workers compensationthe borrowing of money, unemployment insurance or the obtaining of advances or credit; (e) minor survey exceptions or minor encumbrances, easements or reservations and other social security laws related liens that are necessary for the conduct of the operations of Borrower and regulations its Subsidiaries; (f) liens in an aggregate amount connection with capitalized lease obligations (limited to the property subject to such leases) as scheduled and not to exceed $500,000, 5,000,000 on the Effective Date; (viiig) liens granted by a subsidiary of Borrower in favor of Borrower and Bank as Collateral Agent under the Intercreditor Loan Documents; (viiih) judgment deposits or pledges under worker’s compensation or other insurance; and (i) liens created pursuant to (i) Section 5.2(b), to the extent the liens are specifically detailed (with copies of lien filings attached) in respect of judgments that do not the Certificate to be delivered pursuant to Section 3.1(b)(viii); (if anyii) constitute an Event of Default Section 5.2(d); (collectively, “Permitted Liens”iii) Section 5.2(e) or (iv) 5.2(f).

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, Lien upon all or any portion of Borrower’s or any subsidiarySubsidiary’s assets now owned or hereafter acquired, except (i) any of the foregoing following (“Permitted Liens”): (a) any Lien in favor of Bank, ; (iib) any of the foregoing which is Lien existing as of on the date hereof and set forth listed on (Schedule 6.10 and all of which Borrower represents are disclosed on) Schedule 5.9any renewals or extensions thereof, provided that any cash collateral set forth on such schedule which that: (i) the property covered thereby is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with not changed; (ii) the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which secured or benefited thereby is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) not increased; (iii) the direct or any contingent obligor with respect thereto is not changed; and (aiv) liens securing and any renewal or extension of the indebtedness which obligations secured or benefited thereby is permitted to be incurred by Section 6.4(b); (c) any Lien for tax liabilities, assessments and secured under Section 5.4(c), but only governmental charges or levies not yet due or to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which that non payment thereof is permitted and secured by Section 5.7; provided that no notice of lien has been filed or recorded under Sections 5.4(f)the Code; (d) any landlord’s, but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”)grower’s, (iv) statutory liens of landlordssupplier’s, carriersproducer’s, warehousemencarrier’s, processorswarehouseman’s, mechanicsmechanic’s, materialmen materialman’s, repairman’s or suppliers incurred other like Lien arising in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are that is not overdue by for a period of more than thirty (30) days or amounts which are that is being contested in good faith and by appropriate proceedings timely instituted and for which Borrower has maintained adequate reservesdiligently conducted, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that if adequate reserves with respect thereto thereto, if any, in accordance with GAAP are maintained set aside on the books financial statements of Borrower the applicable Person; (e) any pledge or its subsidiariesdeposit in the ordinary course of business in connection with workers’ compensation, as unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) any deposit to secure the case may beperformance of bids, trade contracts or leases (other than Debt), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature, in conformity with generally accepted accounting principleseach case incurred in the ordinary course of business; (g) any lease, (vi) zoning restrictions and easementsutility access, licensessublease, covenants and easement, right of way, encroachment, restriction or other restrictions similar encumbrance affecting the use of real property whichthat, in the aggregatewhen aggregated with all other such Liens, are is not substantial in amount, and which do that does not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course conduct of the business of the applicable person/entityPerson; (h) any Lien securing a judgment for the payment of money not constituting an Event of Default under Section 7.1(f) or securing an appeal or other surety bond related to any such judgment; (i) any Lien existing on any property prior to a Permitted Acquisition or existing on any property of any Person that becomes a Subsidiary of Borrower after the date hereof prior to the time such Person becomes a Subsidiary of Borrower; provided that: (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition or such Person becoming a Subsidiary of Borrower as otherwise permitted hereunder, as the case may be; (viiii) pledges such Lien shall not apply to any other property or assets of Borrower or any Subsidiary thereof; and deposits made (iii) such Lien shall secure only those obligations which it secures on the date of such Permitted Acquisition or the date such Person becomes a Subsidiary of Borrower, as the case may be; (j) any Lien securing obligations in respect of a capital lease on the assets subject to such lease; provided that such capital lease is otherwise permitted hereunder; (k) any Lien arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided that: (i) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by Borrower or any Subsidiary thereof in excess of those set forth by regulations promulgated by the FRB; and (ii) such deposit account is not intended by Borrower or any Subsidiary thereof to provide collateral to the depository institution; (l) any Lien on assets of a Foreign Subsidiary securing Debt permitted under Section 6.4(c); (m) the right of a licensee under a license agreement entered into by Borrower or any Subsidiary thereof, as licensor, in the ordinary course of business for the use of intellectual property or other intangible assets of Borrower or any such Subsidiary; provided that, in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens the case of any such license granted by Borrower or any such Subsidiary on an exclusive basis: (i) such Person shall have determined in its reasonable business judgment that such intellectual property or other intangible assets are no longer useful in the ordinary course of business; (ii) such license is for the use of intellectual property or other intangible assets in geographic regions in which Borrower or any Subsidiary thereof does not have material operations or in connection with the exploitation of any product not then produced or planned to be produced by Borrower or any Subsidiary thereof; or (iii) such license is granted in connection with a subsidiary transaction otherwise permitted by this Agreement in which a third party acquires the right to manufacture or sell any product covered by such intellectual property or other intangible assets from Borrower or such Subsidiary; provided further that, in the case of Borrower in favor of Borrower clauses (ii) and (viiiiii) judgment liens of this subsection (m), Borrower or such Subsidiary has determined that it is in respect its best economic interest to grant such license; and (n) any Lien securing Debt permitted under Section 6.4(e); provided that: (i) any such Lien does not at any time encumber any property other than the property financed by the related Debt; and (ii) the Debt secured thereby does not exceed the cost or fair market value, whichever is lower, of judgments that do not (if any) constitute an Event the property being acquired on the date of Default (collectively, “Permitted Liens”)the acquisition thereof.

PLEDGE OF ASSETS. Mortgage, pledge, pledge or grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or any subsidiary’s 's assets now owned or hereafter acquired, except except: (ia) any of the foregoing mortgage, pledge, security interest or lien in favor of Bank, ; (iib) any of the foregoing which is mortgage, pledge, security interest or lien existing as of the date hereof and set forth described on (Schedule 5.8 attached hereto and all of which Borrower represents are disclosed on) Schedule 5.9any renewals, refinancings or extensions thereof, provided that no additional property is made subject thereto; (c) any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted mortgage, pledge, security interest or lien (other than any lien imposed under Section 5.11 shall at no time exceedERISA) for taxes, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 assessments or governmental charges or levies (“Permitted Derivatives Contract Liens”i) not yet due or (ii) (iiiA) which Borrower is in good faith contesting or as to which a bona fide dispute has arisen and (aB) liens securing the indebtedness for which is permitted to be incurred and secured under Section 5.4(c)Borrower has made provision, but only to the extent such liens attach solely to the property so acquired in accordance with generally accepted accounting principles, for eventual payment thereof in the applicable transaction, and event Borrower is obligated to make such payment; (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (ivd) statutory landlord liens, liens of landlords, carriers, warehousemen, processors, mechanics, materialmen and suppliers and other liens imposed by law or suppliers pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that (i) such liens secure only amounts not yet due and payable, (ii) such liens are unfiled and no other action has been taken to enforce such liens or (iii) such liens secure amounts (A) which Borrower is in good faith contesting or as to which a bona fide dispute has arisen and (B) for which Borrower has made provision, in accordance with generally accepted accounting principles, for eventual payment thereof in the event Borrower is obligated to make such payment; (e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation (other than any lien imposed under ERISA) and deposits in the ordinary course of business securing liability insurance carriers under insurance or self-insurance arrangements; (f) deposits to secure the performance of bids, trade contracts, operating leases, statutory obligations, surety and appeal bonds, performance bonds and other similar obligations incurred in the ordinary course of business business; (1g) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserveseasements, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”)rights-of-way, (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions similar encumbrances affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course conduct of the business of Borrower; (h) security interests or liens securing judgments for the applicable person/entity, payment of money (viior appeal or other surety bonds relating to such judgments) pledges not constituting an Event of Default under Section 6.1(e); (i) security interests or liens securing indebtedness or liabilities permitted under Section 5.3(d); provided that (i) such security interests or liens do not at any time encumber any property other than the property financed by such indebtedness or liabilities and deposits made in (ii) such security interests or liens attach to such property concurrently with or within ninety days after the ordinary course of business in compliance with workers compensation, unemployment insurance and other social acquisition thereof; (j) security laws and regulations in an aggregate amount not to exceed $500,000, (viii) interests or liens granted by a subsidiary of Borrower in favor of Borrower lessors relating to operating leases; (k) normal and customary rights of setoff or similar rights or remedies with respect to deposit accounts or other funds in favor of banks or other depository institutions; (l) liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection; and (m) any mortgage, pledge, security interest or lien not contemplated by the foregoing clauses, provided that (i) the aggregate principal amount secured by such mortgage, pledge, security interest or lien shall not at any time exceed $1,000,000 at any one time outstanding and (viiiii) judgment liens in respect no condition, event or act which with the giving of judgments that do not (if any) notice or the passage of time or both would constitute an Event of Default (collectivelyshall exist at the time of or would result from the creation, “Permitted Liens”)incurrence or assumption of such mortgage, pledge, security interest or lien. Notwithstanding anything contained herein to the contrary, no provision of this Section 5.8 shall permit Borrower to mortgage, pledge or grant or permit to exist a security interest in, or lien upon, all or any portion of the brokerage and deposit accounts secured by the Security Agreement.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, except except: (ia) any of the foregoing in favor of Bank, ; (iib) any of the foregoing which is existing as of the date hereof and set forth on Schedule 5.9 hereto; (and all of which Borrower represents are disclosed onc) Schedule 5.9, provided that any cash collateral set forth on such schedule which is Liens securing Derivatives Contract indebtedness Indebtedness permitted under Section 5.11 shall 5.4(f); provided that (i) such liens attach concurrently with or within 270 days after the acquisition, construction or improvement (as applicable) of the property subject to such liens, (ii) such liens do not at no any time exceedencumber any property other than the property financed by such Indebtedness, when aggregated with except for accessions to such property and the aggregate amount proceeds and the products thereof, and any lease of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 such property (including accessions thereto) and which is incurred subsequent to the date hereofproceeds and products thereof, $10,000,000 (“Permitted Derivatives Contract Liens”) and (iii) with respect to capital lease obligations, such Liens do not at any time extend to or cover any assets (aexcept for accessions to or proceeds of such assets) liens securing other than the indebtedness which is permitted assets subject to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and capital lease obligations; (bd) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carrierscarrier’s, warehousemen’s, processorsmechanic’s, mechanicsmaterialmen’s, materialmen repairmen’s or suppliers incurred other like security interests or liens arising in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days delinquent or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained maintains adequate reservesreserves in accordance with generally accepted accounting principles; (e) security interests or liens to secure payment of workers’ compensation, provided that a reserve employment insurance, old age pensions, social security or other appropriate provision shall have like obligations incurred in the ordinary course of business, in each case, so long as no foreclosure sale or similar proceeding has been made therefor commenced with respect to any portion of the assets on account thereof; (f) security interests and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, fees, assessments and or other governmental charges or levies, either not yet due and payable delinquent or which are being contested in good faith and by appropriate proceedings, provided that proceedings and for which Borrower maintains adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity accordance with generally accepted accounting principles, consistently applied; (vig) zoning easements, rights-of-way, restrictions and easements, licenses, covenants and other restrictions similar encumbrances affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course conduct of the business of the applicable person/entityBorrower; (h) with respect to any real property, (viii) pledges such defects or encroachments as might be revealed by an up-to-date survey of such real property; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to applicable laws; and (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable laws, which do not materially interfere with the ordinary conduct of the business of Borrower; (i) banker’s liens, rights of set-off and similar liens arising by operation of law on deposits made in the ordinary course of business in compliance with workers compensationbusiness; (j) deposits to secure the performance of bids, unemployment insurance trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other social security laws obligations of a like nature, in each case. in the ordinary course of business and regulations in an aggregate amount only so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the assets on account thereof; (k) Liens securing, or otherwise arising from, judgments not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute constituting an Event of Default under Section 6.01(f) of this Agreement; (collectivelyl) leases, “Permitted Liens”)licenses, subleases or sublicenses in each case, granted to others in the ordinary course of business; (m) liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (ii) on specific items of inventory or other goods and proceeds of any person securing such person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (n) liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Borrower in the ordinary course of business permitted by this Agreement; (o) liens encumbering reasonable and customary initial deposits and margin deposits and similar liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (p) liens solely on any xxxx xxxxxxx money deposits made by Borrower in connection with any letter of intent or purchase agreement entered into with respect to an acquisition permitted by Section 5.5 of this Agreement; and (q) liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto.

PLEDGE OF ASSETS. Mortgage, pledge, grant Grant or permit to exist a security interest in, or lien any Lien upon, all or any portion of Borrower’s or any subsidiary’s assets now owned or hereafter acquired, except (ia) any of the foregoing Liens and security interests in favor of the Bank, (iib) any of the foregoing which is Liens for taxes not yet due, (c) Liens existing as of on the date hereof of this Agreement disclosed in Schedule 5.7, (d) additional capitalized lease obligations and set forth on 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, (and all of which Borrower represents are disclosed one) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent Liens incidental to the date hereofconduct of business or the ownership of properties and assets (including Liens in connection with worker’s compensation, $10,000,000 unemployment insurance and other like laws (“Permitted Derivatives Contract Liens”) excluding Liens imposed by ERISA or the substantial equivalent under foreign law (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Section 5.4(cincluding any statutory Liens for profit sharing plans imposed by foreign law)), but only to the extent such liens attach solely to the property so acquired in the applicable transactionwarehousemen’s mechanic’s materialmen’s and attorneys’ Liens, and statutory or common law landlords’ Liens (bor the substantial equivalent under foreign law)) liens securing indebtedness which is permitted and secured under Sections 5.4(f)Liens and pledges or deposits to secure the performance of bids, but only tenders or trade contracts, or to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”)secure statutory obligations, (iv) statutory liens surety or appeal bonds or other Liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers like general nature incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by in connection with the claimant thereunder which are borrowing of money, provided, in each case, the obligation secured is not overdue by more than thirty (30) 30 days or amounts which are overdue or, if so overdue, is being contested in good faith and by appropriate actions or proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall reserves have been made therefor and the aggregate amount established in accordance with GAAP, (f) Liens of such liens and the aggregate amount or resulting from any judgment or award not constituting an event of obligations covered thereby default under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”Section 6.1(h), (vg) liens minor survey exceptions or minor encumbrances, easements or reservations, or rights of others for taxesrights-of-way, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants utilities and other similar purposes, or zoning or other restrictions affecting as to the use of real property whichproperties, which are necessary for the conduct of the activities of the Borrower and its Subsidiaries or which customarily exist on properties of companies engaged in the aggregate, are not substantial in amount, similar activities and similarly situated and which do not in any case event materially detract from impair their use in the value of the property subject thereto or materially interfere with the ordinary course operation of the business of the applicable person/entityBorrower and its Subsidiaries, (viih) pledges and deposits made Liens or set-off rights arising by contract in the ordinary course of business or by law and in compliance connection with workers compensationcash management and banking arrangements entered into in the ordinary course of business or (i) Liens securing obligations under interest rate hedge agreements. Without limiting the generality of the foregoing, unemployment insurance Borrower shall not grant or permit to exist any Lien upon the real property and other social security laws and regulations improvements located at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx 00000, except for Liens described in an aggregate amount not to exceed $500,000clauses (b), (viiie), (f) liens granted by a subsidiary of Borrower in favor of Borrower and (viiig) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)the immediately preceding sentence.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s 's or any subsidiary’s Subsidiary's assets now owned or hereafter acquired, except (i) any of the foregoing in favor of Bank, (ii) any of the foregoing Bank or which is existing as of of, and disclosed to Bank in writing prior to, the date hereof and set forth on (and all or any of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) following: (a) liens securing zoning restrictions, subleases, easements, licenses, reservations, restrictions on the indebtedness use of real property or minor irregularities incident thereto which is permitted to be incurred and secured under Section 5.4(c), but only to do not in the extent such liens attach solely to aggregate materially detract from (i) the value of the property so acquired in or assets of, or (ii) the applicable transactionuse of such property for the purposes for which such property is held by, and the Borrower or any of its Subsidiaries taken as a whole; (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and of governmental charges or levies the payment of which is not yet due and payable at the time required or which are being contested in good faith and by appropriate proceedings, proceedings provided that adequate reserves with respect thereto are maintained on the books established and provided enforcement of Borrower or its subsidiariessuch liens has been stayed; (c) liens of carriers, as the case may bewarehousemen, in conformity with generally accepted accounting principles, (vi) zoning restrictions mechanics and easements, licenses, covenants materialmen and other restrictions affecting the use of real property which, similar inchoate liens incurred in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, for sums not yet due or being contested in good faith by appropriate proceedings; (viid) pledges and liens incurred or deposits made in the ordinary course of business in compliance connection with workers workmen's compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, 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 5.8; (f) any attachment or judgement lien, unless such attachment or judgment shall not, within sixty (60) days after the issue or entry thereof, have been released or discharged or execution thereof stayed pending appeal, or shall not have been discharged within sixty (60) days after the expiration of any such stay; and (g) liens securing indebtedness incurred solely for the purpose of acquiring personal property, other than inventory; provided, however, that no such purchase money security laws interest shall extend to any property other than the particular property so acquired and regulations in an aggregate provided further that the amount of any such purchase money indebtedness shall not to exceed $500,000250,000, (viii) liens granted by a subsidiary nor the fair value of Borrower in favor such property at the time of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectivelyacquisition, “Permitted Liens”)without the Bank's written consent.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, in or lien upon(collectively, "Lien") upon all or any portion of Borrower’s or any subsidiary’s 's assets now owned or hereafter acquired, except except: (a) Liens existing on the closing date and shown on the Schedule hereto; (b) Purchase money liens (i) any on equipment acquired or held by Borrower incurred for financing the acquisition of the foregoing in favor of Banksuch equipment, or (ii) any of existing on equipment when acquired by Borrower, if the foregoing which lien is existing as of confined to such property and the date hereof and set forth on proceeds thereof; (and all of which Borrower represents are disclosed onc) Schedule 5.9Liens for taxes, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceedfees, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereofassessments or other government charges or levies, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, and (b) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen either not delinquent or suppliers incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained maintains adequate reserves, provided that a reserve if they have no priority over any of Bank's security interests; (d) Non-exclusive licenses or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made sublicenses granted in the ordinary course of business business, and, with respect to any licenses where Borrower is the licensee, any interest or title of a licensor under any such license or sublicense; (e) Leases or subleases entered into in compliance the ordinary course of Borrower's business, including in connection with workers compensationBorrower's leased premises or leased property; and (f) Liens incurred in the extension, unemployment insurance renewal or refinancing of 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 other social security laws and regulations in an aggregate the principal amount of the indebtedness secured thereby may not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)be increased.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or any subsidiaryGuarantor’s assets now owned or hereafter acquired, except except: (a) liens existing as of, and disclosed to Bank prior to, the date hereof; (b) liens incurred with Bank’s prior written consent; (c) liens for taxes, fees, assessments or other 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; (d) purchase money liens (i) any on equipment acquired or held by Borrower incurred for financing the acquisition of the foregoing in favor Equipment, subject to the terms of Bank, Section 5.2(f); (ii) any of the foregoing which is purchase money liens existing as of the date hereof of, and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9to Bank prior to, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) or (iii) (a) liens securing existing on equipment when acquired, if the indebtedness which lien is permitted to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely confined to the property so acquired in and improvements and the applicable transactionproceeds of the equipment; (e) a lien on Borrower’s auction rate securities holdings account pursuant to Borrower’s agreement with UBS, subject to the terms of paragraphs 5.2(c) and 5.5(c); (bf) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processorssuppliers, mechanics, materialmen or suppliers incurred other persons that are possessory in nature arising in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days delinquent or amounts remain payable without penalty or which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve proceedings have the effect of preventing the forfeiture or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value sale of the property subject thereto or materially interfere with the ordinary course thereto; (g) liens to secure payment of the business of the applicable person/entityworkers’ compensation, (vii) pledges employment insurance, old-age pensions, social security and deposits made other like obligations incurred in the ordinary course of business in compliance with workers compensation, unemployment insurance and (other social security laws and regulations in an aggregate amount not to exceed $500,000, than liens imposed by ERISA); (viiih) liens incurred in the extension, renewal or refinancing of 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 the indebtedness may not increase; (i) leases or subleases of real property granted by a subsidiary in the ordinary course of Borrower business, and leases, subleases, non-exclusive licenses or sublicenses of property (other than real property) granted in favor the ordinary course of Borrower and Borrower’s business; and (viiij) judgment liens arising from attachments or judgments, orders, or decrees in respect of judgments that do circumstances not (if any) constitute constituting an Event of Default (collectively, “Permitted Liens”)under Section 6.1.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a Lien upon, all or any portion of Borrower’s or any Subsidiary’s assets now owned or hereafter acquired, except (a) any Lien in favor of Bank, (b) any Lien that is existing on the Closing Date and set forth on Schedule 6.3; provided that (i) such Lien shall not apply to any other asset of Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof, (c) Permitted Encumbrances, and (d) purchase money Liens upon or in any inventory or any fixed or capital asset to secure the purchase price thereof or, in the case of any fixed or capital asset, the cost of construction or improvement of such fixed or capital asset (including Liens securing any Capital Lease Obligations); provided that (i) such Lien secures Indebtedness permitted by Section 6.2(d) or, in the case of any Lien on inventory, the purchase price of such inventory and other inventory purchased from such supplier, (ii) such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition, improvement or completion of the construction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such asset. Notwithstanding anything to the contrary in this Agreement, Borrower shall not, nor shall it permit any Subsidiary to, mortgage, pledge, grant or permit to exist a security interest in, or lien other Lien upon, all or any portion of Borrower’s or any subsidiary’s assets its real property now owned or hereafter acquired, except (ix) any of the foregoing Lien in favor of Bank, (ii) any of the foregoing which is existing as of the date hereof and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9, provided that any cash collateral set forth on such schedule which is securing Derivatives Contract indebtedness permitted under Section 5.11 shall at no time exceed, when aggregated with the aggregate amount of cash collateralizing any Derivatives Contract indebtedness permitted under Section 5.11 and which is incurred subsequent to the date hereof, $10,000,000 (“Permitted Derivatives Contract Liens”) (iii) (a) liens securing the indebtedness which is permitted to be incurred and secured under Section 5.4(c), but only to the extent such liens attach solely to the property so acquired in the applicable transaction, Bank and (by) liens securing indebtedness which is permitted and secured under Sections 5.4(f), but only to the extent such liens attach solely to the property so acquired in the applicable transaction under Section 5.4(f) (“Permitted Target Liens”), (iv) statutory liens of landlords, carriers, warehousemen, processors, mechanics, materialmen or suppliers incurred in the ordinary course of business (1) and securing amounts not yet due or (2) declared to be due by the claimant thereunder which are not overdue by more than thirty (30) days or amounts which are being contested in good faith and by appropriate proceedings and for which Borrower has maintained adequate reserves, provided that a reserve or other appropriate provision shall have been made therefor and the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause (2) is less than $500,000 (“Permitted Warehouseman’s Liens”), (v) liens for taxes, assessments and governmental charges not yet due and payable or which are being contested in good faith and by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity with generally accepted accounting principles, (vi) zoning restrictions and easements, licenses, covenants and other restrictions affecting the use of real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary course of the business of the applicable person/entity, (vii) pledges and deposits made in the ordinary course of business in compliance with workers compensation, unemployment insurance and other social security laws and regulations in an aggregate amount not to exceed $500,000, (viii) liens granted by a subsidiary of Borrower in favor of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)Encumbrances.