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 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 (other than assets constituting intellectual property), in favor of the holder of any Asset Based Credit Facility permitted under Section 5.3(e), (b) security interests in assets not constituting intellectual property securing 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. 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 (ia) any of the foregoing in favor of Bank, (ii) any of the foregoing Lender or which is existing as of the date hereof of, and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9to Lender 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) (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)for taxes, 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”)assessments or similar charges, (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 principlespayable, (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, (viic) pledges and or deposits made in the ordinary course of business to secure payment of workers’ compensation, or to participate in compliance any fund in connection with workers workers’ compensation, unemployment insurance and insurance, old-age pensions or other social security laws programs, liens or mechanics, materialmen, warehousemen, carriers, or other like liens, securing obligations incurred in the ordinary course of business and regulations that are not yet due and payable and liens of landlords securing obligations to pay lease payments that are not yet due and payable or in an default, (d) good-faith pledges or deposits made in the ordinary course of business to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of the aggregate amount not to exceed $500,000be due thereunder, or to secure statutory obligations, or surety, appeal, indemnity, performance or other similar bonds required in the ordinary course of business, (viiie) claims or liens for taxes, assessments or charges due and payable and subject to interest or penalty that are being contested in good faith; provided that reserves or other applicable provisions as shall be required by GAAP shall be maintained, and (f) liens granted arising from operating leases and precautionary UCC financing statement filings in respect thereof and equipment or other materials that are not owned by a subsidiary Borrower or its subsidiaries located on the premises of Borrower or such subsidiary in favor the ordinary course of Borrower and (viii) judgment liens in respect of judgments that do not (if any) constitute an Event of Default (collectively, “Permitted Liens”)business.

PLEDGE OF ASSETS. Mortgage, pledge, grant or permit to exist a security interest in, or lien upon, or permit Guarantor to mortgage, pledge, grant or permit to exist a security interest in, or lien upon, all or any portion of Borrower’s or any subsidiaryGuarantor’s assets now owned or hereafter acquired, except (ia) any of the foregoing in favor of Bank, (ii) any of the foregoing Bank or which is 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) (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 purchase money security interests in equipment or other fixed assets that secure Assumed Liabilities incurred in connection with Permitted Acquisitions 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”)5.4 above, (ivc) statutory liens to secure purchase money indebtedness (including capitalized leases) permitted under Section 5.3(e) and (f) hereof, (d) liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings with adequate reserves being maintained in accordance with generally accepted accounting principles, provided the same have no priority over any of Bank’s security interests, (e) 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 so long as such liens (1i) 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 secure liabilities 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 not to exceed One Hundred Thousand Dollars (2) is less than $500,000 (“Permitted Warehouseman’s Liens”100,000), (vii) liens for taxes, assessments have no priority over any of Bank’s security interests and governmental charges (iii) are not yet due and delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings, provided that which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto, and with adequate reserves with respect thereto are being maintained on the books of Borrower or its subsidiaries, as the case may be, in conformity accordance with generally accepted accounting principles, (vif) zoning restrictions and easementsliens to secure payment of workers’ compensation, licensesemployment insurance, covenants old-age pensions, social security and other restrictions affecting like obligations incurred in the use ordinary course of business (other than liens imposed by ERISA) so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the collateral on account thereof, (g) statutory or common law liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord, (h) liens incurred or deposits made to secure the performance of tenders, bids, leases, statutory or regulatory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds, and other obligations of like nature, in each case, in the ordinary course of business so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the collateral on account thereof, (i) leases or subleases of real property whichgranted in the ordinary course of Borrower’s or Guarantor’s business (or, if referring to another person, in the aggregate, are not substantial in amountordinary course of such person’s business), and which leases, subleases, non-exclusive licenses or sublicenses of personal property (other than intellectual property) granted in the ordinary course of Borrower’s or Guarantor’s business (or, if referring to another person, in the ordinary course of such person’s business), if the leases, subleases, licenses and sublicenses do not (i) prohibit granting Bank a security interest therein, (i) interfere in any case material respect with the business of the Borrower or Guarantor or materially detract from the value of the property subject thereto or materially interfere with the ordinary course relevant assets of the business of the applicable person/entityBorrower or Guarantor, or (iii) secure any Indebtedness, (viij) pledges and deposits made licenses of intellectual property granted to third parties in the ordinary course of business business, (k) liens arising from attachments or judgments, orders, or decrees in compliance circumstances not constituting an Event of Default, (l) bankers’ liens, rights of setoff and similar liens in favor of other financial institutions arising in connection with workers compensationBorrower’s or Guarantor’s deposit accounts held at such institutions, unemployment insurance to the extent permitted by Section 4.10, (m) liens in favor of customs and other social security laws and regulations revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods, (n) liens of Borrower’s landlord on the Specified Account together with any cash or cash equivalents on deposit therein to secure Borrower’s obligations to its landlord under its premises lease in an aggregate amount not to exceed the lesser of $500,0004,200,000 plus interest thereon or the amount required to secure Borrower’s obligations to its landlord under its premises lease, and (o) liens incurred in connection with any extension, renewal or refinancing of indebtedness permitted hereunder secured by the liens permitted under clauses (a), (viiib) liens granted by a subsidiary of Borrower in favor of Borrower and (viiic) judgment of this Section 5.7, 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 the existing lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase (the liens described in respect of judgments that do not clauses (if anya) constitute an Event of Default through (o), collectively, “Permitted Liens”).

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, 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 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 (b) liens securing (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, (2) 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 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 which secured by such Liens is permitted and secured under Sections 5.4(f)this Agreement, but only to the extent such liens attach solely to the property so acquired (iii) Liens imposed by law for taxes that are not yet due or are being contested in the applicable transaction under compliance with 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 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 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. SECTION 5.8.

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. 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. MortgageOther than Permitted Liens, 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 BankBank or which is existing as of, and disclosed to Bank in writing prior to, the date hereof. “Permitted Liens” shall mean (i) Liens existing on the date hereof, (ii) any of the foregoing which is existing as of the date hereof Liens for taxes, fees, assessments or other government charges or levies, either (A) not due and set forth on (and all of which Borrower represents are disclosed on) Schedule 5.9payable, 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 (2B) 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 (iii) purchase money Liens for items or other appropriate provision shall have been made therefor and property acquired or held by Borrower or its subsidiaries incurred for financing the aggregate amount of such liens and the aggregate amount of obligations covered thereby under this clause acquisition thereof, (2iv) is less than $500,000 (“Permitted Warehouseman’s Liens”)capital leases, (v) liens for taxes, assessments and governmental charges not yet due and payable synthetic 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 principlesoff balance sheet leases, (vi) zoning restrictions and easementsLiens of carriers, licenseswarehousemen, covenants and suppliers or other restrictions affecting the use of real property which, persons or entities that are possessory 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/entitynature, (vii) pledges Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and deposits made other like obligations, (viii) Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in clauses (i) through (iii), but only if such Liens are limited to the property encumbered by the Liens described in clauses (i) through (iii) and the principal amount of the indebtedness does not increase, (ix) leases or subleases of real property or leases, subleases, non-exclusive licenses or sublicenses of personal property granted 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 $500,000Borrower’s business, (viiix) liens granted by a subsidiary of Borrower Liens arising from attachments or judgments, orders or decrees in favor of Borrower and (viii) judgment liens in respect of judgments that do circumstances not (if any) constitute constituting an Event of Default under Section 6.1 (collectivelyf); and (xi) Liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; provided however that the purchase money Liens in this subsection (iii), “Permitted Liens”)capital leases in this subsection (iv) and synthetic or off balance sheet leases in this subsection (v) shall secure no more than Ten Million Dollars ($10,000,000) in the aggregate amount outstanding.

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.