Common use of Restrictions on Liens Clause in Contracts

Restrictions on Liens. The Company will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets for the purposes of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire or agree or have an option to acquire any property or assets upon conditional sale or other title retention agreement, device or arrangement (including a Capitalized Lease); or (v) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens":

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvencyinsolvency under the laws of the United States of America or any state thereof, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Such Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company such Borrower and its Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Parent and each of the Borrowers will not, directly or indirectlyand the Parent will not permit any of its other Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse recourse; or (the foregoing items f) enter into or actions listed permit to remain in clauses (i) through (vi) above being sometimes referred effect any agreement by which such Person agrees not to collectively herein as "Liens"); providedencumber, howevermortgage, pledge, restrict or grant a security interest in any of its assets, provided that the Company Parent, each of the Borrowers and any other Subsidiary of the Parent may create or incur or suffer to be created or incurred or to exist any one or more of the following Liens, which shall be "Permitted Liens":

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of the other Transaction Parties to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrower and any of the other Transaction Parties may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company will not, directly or indirectly, Borrower shall not (iA) create or --------------------- incur or suffer to be created or incurred or to exist any Lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property Property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiiB) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivC) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title title-retention or purchase-money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viE) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; and shall not permit any of its Subsidiaries to do any of the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")foregoing; provided, however, provided that the Company Borrower or -------- any Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens(collectively, which shall be "Permitted Liens":): ---------------

Restrictions on Liens. The Neither the Company nor any of its Subsidiaries will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest Lien of any kind upon any of its property Properties or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company is contesting in good faith by appropriate proceedings and as to which the Company shall have set aside on its books adequate reserves with respect thereto); or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, that the Company and its Subsidiaries may create or incur or suffer to be created or incurred or to exist any of the following Liens, which shall be ("Permitted Liens":):

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the following Liens, which shall be "Permitted Liens":):

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; provided that the Borrower or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company will not, directly or indirectly, Borrower shall not (iA) create --------------------- or incur or suffer to be created or incurred or to exist any Lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property Property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiiB) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivC) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title title-retention or purchase-money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viE) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; and shall not permit any of its Subsidiaries to do any of the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")foregoing; provided, however, provided that the Company Borrower or -------- any Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens(collectively, which shall be "Permitted Liens":): ---------------

Restrictions on Liens. The Company will not, directly or indirectly, Neither the Borrower nor its Subsidiaries shall (iA) create or incur or suffer to be created or incurred or to exist any Lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property Property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiiB) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivC) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title title-retention or purchase-money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viE) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; and shall not permit any of its Subsidiaries to do any of the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")foregoing; provided, however, provided that the Company Borrower or any Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens(collectively, which shall be "Permitted Liens":):

Restrictions on Liens. The Company Each of SRI and the Borrower will not, directly or indirectlyand will not permit any of their Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might would reasonably be expected by law or upon bankruptcy or insolvency, or otherwise, to be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; PROVIDED that each of SRI, the foregoing items Borrower and any Subsidiary of SRI or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that of the Company Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlynor will permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets Property of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property Property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that the Borrower or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Neither the Company nor any of its Subsidiaries will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge Lien or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company or such Subsidiary is contesting in good faith by appropriate proceedings and as to which the Company or such Subsidiary shall have set aside on its books, adequate reserves with respect thereto); or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, that the Company and its Subsidiaries may create or incur or suffer to be created or incurred or to exist any of the following Liens, which shall be ("Permitted Liens":):

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectly, and will not permit any of its Subsidiaries to: (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rightsright, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, that the Company Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; PROVIDED that the Borrower or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectly, and will not permit any of its Subsidiaries to (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Except with respect to the Senior Debt and the Liens securing the Senior Debt, the Borrowers will not, directly or indirectlyand will not permit any Loan Party to, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any character, whether now owned or hereafter acquiredProperty, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property Property or assets the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness Debt or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness Debt or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company a Loan Party may create or incur or suffer to be created or incurred or to exist (the following Liens, which shall be "Permitted LiensPERMITTED LIENS":):

Restrictions on Liens. The Company Neither CML nor any of the Borrowers will, and none will not, directly or indirectlypermit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; PROVIDED that CML, any of the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Borrowers and any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire or agree or have an option to acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might would by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangiblesintangibles (other than general intangibles related to assets disposed of in accordance with this Agreement and the other Loan Documents), chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Neither the Company nor any of its Subsidiaries will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest Lien of any kind upon any of its property Properties or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company is contesting in good faith by appropriate proceedings and as to which the Company shall have set aside on its books adequate reserves with respect thereto); or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, that the Company and its Subsidiaries may create or incur or suffer to be created or incurred or to exist any of the following Liens, which shall be "(“Permitted Liens":”):

Restrictions on Liens. The Company Neither Borrower will, and will not, directly or indirectlynot permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse recourse; or (f) enter into or permit to exist any arrangement or agreement which directly or indirectly prohibits either Borrower from creating or incurring any lien, encumbrance, mortgage, pledge, charge, restriction or other security interest of any kind, other than pursuant to the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")Security Documents; provided, however, provided that the Company such Borrower and any Subsidiary of such Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company None of the Borrowers will, nor will not, directly or indirectlypermit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; provided that any Borrower or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the following Liens, which shall be "“Permitted Liens":”):

Restrictions on Liens. The Company None of the Lessees and the Guarantors will, nor will not, directly or indirectlypermit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with or without recourse; provided that any Lessee, any Guarantor or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrowers will not, directly or indirectlyand will not permit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrowers and their Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrowers will not, directly or indirectlyand will not permit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrowers and their Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens":general

Restrictions on Liens. The Company will not, directly or indirectly, Borrower shall not (iA) create or incur or suffer to be created or incurred or to exist any Lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property Property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiiB) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivC) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vD) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viE) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower may create or -------- incur or suffer to be created or incurred or to exist the following Liens, which shall be (collectively "Permitted Liens":):

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse, except that the foregoing items Borrower and its Subsidiaries may sell assets to the extent permitted under ss.8.5.2 hereof; or actions listed in clauses (i) through (vi) above being sometimes referred enter into, or permit to collectively herein as "Liens")remain in effect, any agreement or arrangement by which such Person agrees not to encumber, mortgage, pledge, restrict or grant a security interest in any of its assets; provided, however, PROVIDED that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company No Borrower will, nor will notany Borrower permit any Subsidiary to, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any charactercharacter (other than upon any margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System, owned by any Borrower or any Subsidiary arising in connection with Investments permitted pursuant to clauses (h) and (i) of Section 8.03 hereof), whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); providedrecourse, however, that the Company may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"except:

Restrictions on Liens. The Company Borrowers will not, directly or indirectlyand will not permit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrowers and their Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens":exist: 73 -66-

Restrictions on Liens. The Company Borrowers will not, directly or indirectlyand will not permit any of their Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might could reasonably be expected by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) except as specifically permitted by Section 10.5.2 hereof, sell, assign, pledge pledge, discount, factor or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrowers and any Subsidiary of any Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any --------------------- of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; provided that the Borrower or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrowers will not, directly or indirectlyand will not permit any of the Designated Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; provided that any of the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that Borrowers and the Company Designated Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrowers will not, directly or indirectlyand will not permit any of the Designated Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, lien, charge or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred become due and payable any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vi) sell, assign, pledge or otherwise transfer for security provided that any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that Borrowers and the Company Designated Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Borrower and the Holding Company will not, directly or indirectlyand will not permit any of their Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy Bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; providedPROVIDED, howeverHOWEVER, that the Company Borrower and its Subsidiaries (and with respect only to liens to secure taxes and SUBSECTION (L) below, the Holding Company) may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire or agree or have an option to acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might would by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangiblesintangibles (other than general intangibles related to assets disposed of in accordance with this Agreement and the other Loan Documents), chattel paper 82 -74- or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlynor will it permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (other than the foregoing items or actions listed license by the Borrower of software owned by it in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"the ordinary course of business, consistent with past practices); provided, however, provided that the Company Borrower and any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Neither the Borrower nor the Guarantors will not, directly or indirectly, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire except as set forth in Section 7.1, acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty sixty (3060) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) except as permitted under the Parent Credit Agreement, sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrower and the Guarantors may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company PFR will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company PFR and any Subsidiary of PFR may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company None of the Borrowers or Excluded Subsidiaries will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liennegative pledge, charge charge, restriction or other security interest of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paper, with or without recourse recourse, except as follows (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "“Permitted Liens":”):

Restrictions on Liens. The Company Borrower will not, directly or indirectly, not (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company None of the Borrowers will, and none will not, directly or indirectlypermit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (vii) of its accounts, contract rights, general intangibles, or chattel paper, the definition of the term "Indebtedness," with or without recourse (recourse; provided that any of the foregoing items Borrowers or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company their Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Neither the Company nor any of its Subsidiaries will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge Lien or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company or such Subsidiary is contesting in good faith by appropriate proceedings and as to which the Company or such Subsidiary shall have set aside on its books, adequate reserves with respect thereto in accordance with generally accepted accounting principles); or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paperpaper for security, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, that the Company and its Subsidiaries may create or incur or suffer to be created or incurred or to exist any of the following Liens, which shall be ("Permitted Liens":):

Restrictions on Liens. The Neither the Company nor any of its Subsidiaries will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge Lien or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditorscreditors (other than those claims which the Company or such Subsidiary is contesting in good faith by appropriate proceedings and as to which the Company or such Subsidiary shall have set aside on its books, adequate reserves with respect thereto); or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paper, instruments with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, that the Company and its Subsidiaries may create or incur or suffer to be created or incurred or to exist any of the following Liens, which shall be ("Permitted Liens":):

Restrictions on Liens. The Company will not, directly or indirectly, Borrower shall not (iA) create or incur or suffer to be created or incurred or to exist any Lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property Property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiiB) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivC) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title title-retention or purchase-money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viE) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; and shall not permit any of its Restricted Subsidiaries to do any of the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")foregoing; provided, however, provided that the Company Borrower or any Restricted Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens(collectively, which shall be "Permitted Liens":):

Restrictions on Liens. The Company None of the Borrowers will, nor will not, directly or indirectlypermit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (g) of the definition of the term "Indebtedness," with -90- or without recourse; provided that any Borrower or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectly, not (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such its property or assets of any character whether now owned or hereafter acquired or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days or until past due after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse, except in the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); providedordinary course of business, however, PROVIDED that the Company Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire or agree or have an option to acquire any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company EtcNeither the Guarantor nor the Borrower will, nor will not, directly or indirectlyeither of them permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such its property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower, the Guarantor and any Subsidiary of either of them may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not --------------------- permit any of its Restricted Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its their property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Restricted Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company None of the Guarantors or Lessees will, nor will not, directly or indirectlypermit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (g) of its accounts, contract rights, general intangibles, or chattel paper, the definition of the term "Indebtedness," with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; providedprovided that any Lessee, however, that the Company or any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Each of Holdings and the Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; provided that Holdings, the foregoing items Borrower and any Subsidiary of Holdings or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any --------------------- of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower -------- may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Neither Parent nor the Borrower will not, directly or indirectlypermit --------------------- nor will they permit any of their Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, provided that the Company Parent, the Borrower or any of their -------- Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might could reasonably be expected by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) except as specifically permitted by Section 10.5.2 hereof, sell, assign, pledge pledge, discount, factor or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company No Borrower will, nor will notany Borrower permit any Subsidiary to, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any encumbrance, mortgage, pledge, lien, charge or other security interest of any kind Lien upon any of its property or assets of any charactercharacter (other than upon any margin stock, as defined in Regulation U of the Board of Governors of the Federal Reserve System, owned by any Borrower or any Subsidiary arising in connection with Investments permitted pursuant to clauses (h) and (i) of Section 8.03 hereof), whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); providedrecourse, however, that the Company may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"EXCEPT:

Restrictions on Liens. The Company Borrower will not, directly or indirectly, not (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; PROVIDED that the Borrower or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or 71 63 claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, PROVIDED that the Company Borrower and any Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist (the following Liens, which shall be "Permitted Liens":):

Restrictions on Liens. The Company will not, directly or indirectly, Neither the Borrower nor its ------------ --------------------- Subsidiaries shall (iA) create or incur or suffer to be created or incurred or to exist any Lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property Property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiiB) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivC) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title title-retention or purchase-money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viE) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (recourse; and shall not permit any of its Subsidiaries to do any of the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")foregoing; provided, however, provided -------- that the Company Borrower or any Subsidiary may create or incur or suffer to be created or incurred or to exist the following Liens(collectively, which shall be "Permitted Liens":): ---------------

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit --------------------- any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and any -------- Subsidiary of the Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly and will not permit any of the Guarantors or indirectlyany Subsidiary of either of them to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower and the Guarantors may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company No Borrower will, and will not, directly or indirectlynot permit any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein other than as "Liens"permitted by /section/8.5(b)(ii)); provided, however, PROVIDED that the Company such Borrower and any Subsidiary of such Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company None of the Borrowers will, and none will not, directly or indirectlypermit any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any “receivables” as defined in clause (vii) of its accounts, contract rights, general intangibles, or chattel paper, the definition of the term “Indebtedness,” with or without recourse (recourse; provided that any of the foregoing items Borrowers or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company their Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company None of the Borrowers nor any of their ------------ -- ----- Subsidiaries will not, directly or indirectly, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iv) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement (including a Capitalized Lease)arrangement; or (v) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vi) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, intangibles or chattel paper, with or without recourse recourse, except ------ as follows (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens":):

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit --------------------- any of its Subsidiaries to, (ia) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiib) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivc) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vd) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (vie) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (vii) of its accounts, contract rights, general intangibles, or chattel paper, the definition of the term "Indebtedness," with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower or any -------- of its Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit any --------------------- of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (vii) of its accounts, contract rights, general intangibles, or chattel paper, the definition of the term "Indebtedness," with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company Borrower or such Subsidiary may create or -------- incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist:

Restrictions on Liens. The Company will not, directly or indirectly, Borrower shall not (iA) create or --------------------- incur or suffer to be created or incurred or to exist any Lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property Property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iiiB) transfer any of such property Property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (ivC) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title title-retention or purchase-money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (vD) suffer to exist for a period of more than thirty (30) 30 days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viE) sell, assign, pledge or otherwise transfer for security any of its accounts, contract rights, general intangibles, chattel paper or chattel paperinstruments, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens")recourse; provided, however, provided that the Company -------- Borrower may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be (collectively "Permitted Liens":): ----------------

Restrictions on Liens. The Company Borrower will not, directly or indirectlyand will not permit --------------------- any of its Subsidiaries to, (i) create or incur or suffer to be created or incurred or to exist any lien, encumbrance, mortgage, pledge, liencharge, charge restriction or other security interest of any kind upon any of its property or assets of any character, character whether now owned or hereafter acquired, or upon the income or profits therefrom; or (ii) enter into or permit to exist any arrangement or agreement which prohibits it from creating such encumbrances, mortgages, pledges, liens, charges or other security interests; or (iii) transfer any of such property or assets or the income or profits therefrom for the purposes purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; or (iviii) acquire acquire, or agree or have an option to acquire acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement arrangement; (including a Capitalized Lease); or (viv) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it which that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (viv) sell, assign, pledge or otherwise transfer for security any "receivables" as defined in clause (vii) of the definition of the term "Indebtedness," with or without recourse; provided that the Borrower or any of its accounts, contract rights, general intangibles, or chattel paper, with or without recourse (the foregoing items or actions listed in clauses (i) through (vi) above being sometimes referred to collectively herein as "Liens"); provided, however, that the Company Subsidiaries may create or incur or suffer to be created or incurred or to exist the following Liens, which shall be "Permitted Liens"exist: