Common use of 02Liens Clause in Contracts

02Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any Collateral, whether now owned or hereafter acquired by it, except the following (collectively, the “Permitted Liens”): (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens in respect of property of any Loan Party imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; (d) Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do not relate to the incurrence of Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (e) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (f) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens (other than in respect of Indebtedness) for amounts not yet due and payable or more than thirty (30) days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 in the aggregate for all Collateral Vessels; (h) with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (i) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (j) Liens arising pursuant to a Permitted Charter; (k) Liens on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtedness; and (l) to the extent the Borrower Share Pledge has been delivered, Liens on the Equity Interests in the Borrower in favor of Other Secured Indebtedness subject to the terms of the Intercreditor Agreement. Any reference in any of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

02Liens. CreateSuch Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist, directly or indirectly, exist any Lien on any Collateral, whether property or asset now owned or hereafter acquired by it, except the following or assign or sell any income or revenues (collectivelyincluding accounts receivable) or rights in respect of any thereof, the “Permitted Liens”):except: (a) inchoate Liens for taxessecuring the Obligations; (b) any Lien on any property or asset of Borrower or any of its Subsidiaries existing on the date hereof and set forth in Part II of Schedule 7.13(b); provided that (i) no such Lien shall extend to any other property or asset of Borrower or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and extensions, assessments renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral described in Section 9.01(g); (d) Liens imposed by law which were incurred in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the Property subject thereto or governmental charges materially impair the use thereof in the operations of the business of such Person or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which (y) are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAPproceedings, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property Property subject to any such Lienliens and for which adequate reserves have been made if required in accordance with GAAP; (be) Liens in respect of property of any Loan Party imposed by law, which were incurred pledges or deposits made in the ordinary course of business and do not secure Indebtedness for borrowed moneyin connection with workers’ compensation, such as carriers’unemployment insurance or other similar social security legislation; (f) Liens securing taxes, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens assessments and other similar Liens arising in governmental charges, the ordinary course payment of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do is not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) which, if they secure obligations that are then yet due and unpaid, are or is being contested in good faith by appropriate proceedings timely promptly initiated and diligently conducted and for which adequate reserves such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been established made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building ​ ​ ​ restrictions, easements, licenses, restrictions on the use of property or minor imperfections in accordance with GAAPtitle thereto which, in the aggregate, are not material, and which proceedings (or Orders entered do not in connection with such proceedings) have any case materially detract from the effect of preventing the forfeiture or sale value of the property subject to thereto or interfere with the ordinary conduct of the business of any such Lienof the Obligors; (ch) with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real Property; (B) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws; and (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws, which, in the aggregate for (A), (B) and (C), are not material, and which do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors; (i) Liens created under, or arising out from the filing of, financing statements in respect of judgments, attachments or awards operating leases; (j) judgment liens arising in connection with judgments that do not resulting in constitute an Event of Default and in respect of under Section 11.01(k); provided that the applicable Obligor shall have removed such judgment lien within one hundred eighty (180) days during which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there execution shall be secured a subsisting stay effectively stayed, or no action shall have been legally taken by the lien holder to attach or levy upon any assets of execution pending any Obligor to enforce any such appeal or proceedingsjudgment; (dk) Bankers liens, rights of setoff and similar Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by virtue of on deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do not relate to the incurrence of Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (e) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (f) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens (other than in respect of Indebtedness) for amounts not yet due and payable or more than thirty (30) days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 in the aggregate for all Collateral Vessels; (h) with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (i) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (j) Liens arising pursuant to a Permitted Charter; (k) Liens on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtednessbusiness; and (l) to the extent the Borrower Share Pledge has been delivered, any other Liens on the Equity Interests with underlying Indebtedness not exceeding in the Borrower in favor aggregate at any time the product of Other Secured Indebtedness subject to (i) $500,000 and (ii) the terms of the Intercreditor Agreement. Any reference in Basket Multiple; provided that no Lien otherwise permitted under any of the Loan Documents to a Permitted Lien is not intended to and foregoing Sections 9.02(b) through (h) shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents apply to any Permitted LienMaterial Intellectual Property.

02Liens. CreateThe Borrower shall not, incurand shall not permit any Subsidiary to, create, assume or permit suffer to exist, directly or indirectly, exist at any time any Lien on or with respect to any Collateralof its property or assets, whether now owned or hereafter acquired by it(whether or not provision is made for the equal and ratable securing of the Obligations in accordance with the provisions of Section 6.03 but subject to the limitation on Priority Debt in Section 7.01(c)), except the following (collectively, the “Permitted Liens”):except: (a) inchoate Liens for taxes, assessments or governmental charges or levies taxes not yet due and payable delinquent or delinquent and Liens for taxes, assessments or governmental charges or levies, which are immaterial or being actively contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with to the extent required by GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens in respect (other than Liens pursuant to ERISA) incidental to the conduct of its business or the ownership of its property of any Loan Party imposed by law, and assets which were not incurred in connection with the borrowing of money or the obtaining of advances of credit (including, without limitation, Liens on vessels or equipment (i) for crew and stevedores wages, (ii) for salvage and general average, (iii) arising by operation of law in the ordinary course of business in operating, maintaining or repairing vessels, and do not secure Indebtedness (iv) for borrowed moneydamages arising from maritime torts which are unclaimed, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s or which are claimed and mechanics’ Liens are covered by insurance and other similar Liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of businessany deductible applicable thereto), and (i) which do not in the aggregate materially and adversely affect detract from the value of the its property subject to such Lien, and do not or assets or materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lienits business; (c) Liens arising out on property or assets of judgments, attachments a Subsidiary securing obligations of such Subsidiary to the Borrower or awards not resulting in an Event of Default and in respect of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedingsanother Subsidiary; (d) Liens (x) encumbering the CCF to the extent incurred in the ordinary course of business to secure the performance financing by the Borrower or Xxxxxx Navigation of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (“qualified vessels” as defined in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business Section 607 of the Subsidiary Guarantors or the Collateral VesselsMerchant Marine Act, (ii) such Liens do not relate to the incurrence of Indebtedness for borrowed money1936, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lienas amended; (e) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash on the Closing Date and Cash Equivalents listed on deposit in one Schedule 7.02 and any renewals or more accounts maintained by any Loan Partyextensions thereof, in each case granted in provided that the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangementsproperty covered thereby is not changed; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;​ ​ (f) other Liens granted securing Debt not otherwise permitted by clauses (a) through (e) above, inclusive; provided that the aggregate amount of all Priority Debt does not, at any time, exceed the level prohibited by Section 7.01(c); provided further that, notwithstanding the foregoing, the Borrower shall not, and shall not permit any Subsidiary to, create or permit to exist any Lien on any property securing Debt outstanding or issued under the Note Purchase Agreements (other than cash collateral in an amount, for each such Note Purchase Agreement, not to exceed the amount of Cash Collateral being provided by the Borrower and its Subsidiaries pursuant to Section 2.15) unless and until the Loan Documents Obligations shall be secured equally and ratably with such Debt pursuant to secure an agreement or agreements (including security agreements and similar collateral documents and an intercreditor agreement) reasonably acceptable to the Secured ObligationsRequired Lenders; (g) Liens (i) in favor any Lien securing obligations that do not constitute Debt existing on any property of customs and revenue authorities arising as any Person at the time it becomes a matter Subsidiary, or existing prior to the time of law to secure payment acquisition upon any property acquired by the Borrower or any Subsidiary through purchase, merger or consolidation or otherwise, whether or not assumed by the Borrower or such Subsidiary; provided that any such Lien shall not encumber any other property of customs duties in connection with the importation of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens Borrower or such Subsidiary (other than in respect proceeds of Indebtedness) for amounts not yet due and payable or more than thirty (30) days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 in the aggregate for all Collateral Vesselsacquired property); (h) with respect only to Collateral Vessels, (i) other Liens arising by operation securing obligations that do not constitute Debt provided that the aggregate amount of law such obligations does not exceed $25,000,000 at any time outstanding and fully covered (in excess of permitted deductiblesii) other Liens securing obligations that do not constitute Debt provided that the aggregate fair market value (as reasonably determined by the Required Insurance, Borrower acting in good faith) of all assets subject to all such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance;Liens does not exceed $25,000,000; and (i) Liens solely on any xxxx xxxxxxx money deposits made by Lien pursuant to any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (j) Liens arising pursuant to a Permitted Charter; (k) Liens on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtedness; and (l) to the extent the Borrower Share Pledge has been delivered, Liens on the Equity Interests in the Borrower in favor of Other Secured Indebtedness subject to the terms of the Intercreditor Agreement. Any reference in any of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted LienDocument.

02Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any Collateral, whether now owned or hereafter acquired by it, except the following (collectively, the “Permitted Liens”): (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens in respect of property of any Loan Party imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; (d) Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do not relate to the incurrence of Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which ​ proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (e) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness; (f) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens (other than in respect of Indebtedness) for amounts not yet due and payable or more than thirty (30) 30 days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 20,000,000 in the aggregate for all Collateral Vessels; (h) with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (i) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (j) Liens arising pursuant to a Permitted Charter;; and (k) Liens on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtedness; and (l) to the extent the Borrower Share Pledge has been delivered, Liens on the Equity Interests in the Borrower in favor of Other Secured Indebtedness subject to the terms of the Intercreditor Agreement. Any reference in any of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

02Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist, directly or indirectly, exist any Lien on any Collateral, whether property or asset now owned or hereafter acquired by it, except for the following (collectively, the “Permitted Liens”): (a) inchoate Liens for (i) taxes, assessments or governmental charges or levies on its property if the same shall not yet due and payable at the time be delinquent or delinquent and Liens for taxesthereafter can be paid without penalty or, assessments provided the Borrower or governmental charges any Subsidiary have Knowledge or leviesshould have had Knowledge of such Liens, which are immaterial or being actively contested in good faith and by appropriate proceedings timely initiated and for which adequate reserves shall have been established set aside on its books in accordance with GAAPGAAP (to the extent required thereby) or (ii) for property taxes on property that the Borrower or any Subsidiary has determined to abandon if the sole recourse for such tax, which proceedings (assessment, charge or Orders entered in connection with claim is to such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lienproperty; (bi) Liens in respect of property of any Loan Party imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlordsrepairmen’s, operators’, workmen’sroyalty, suppliers’, repairmen’s surface damages and mechanics’ Liens liens and other similar Liens arising liens which arise in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) whichLiens under operating agreements, if they joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the Disposition, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, gathering agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business, in each case of this clause (ii), arising in the ​ ordinary course of business which secure payment of obligations that are then not more than 90 days past due and unpaid, or which are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; (d) Liens (x) incurred in the ordinary course of business (i) arising out of pledges or deposits under workmen’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, (ii) on cash or cash equivalents pledged to secure the performance of letters of credit, bids, tenders, sales contracts, leases (including rent security deposits), statutory obligations (other than excise taxes)obligations, surety, performance, stay, customs appeal and appeal performance bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds joint operating agreements or other similar agreements and other similar obligations (not incurred in each caseconnection with the borrowing of money, exclusive the obtaining of obligations for advances or the payment of Indebtednessthe deferred purchase price of property (including those to secure health, safety and environmental obligations) or (yiii) consisting of deposits which secure public or statutory obligations of the Borrower or any Subsidiary, or surety, custom or appeal bonds to which the Borrower or any Subsidiary is a party, or the payment of contested taxes or import duties of the Borrower or any Subsidiary; (d) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or the Subsidiaries; (e) attachment, judgment and other similar Liens arising in connection with court proceedings that would not constitute an Event of Default; (f) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of a Loan Party and (ii) of any Subsidiary that is not a Loan Party in favor of any Subsidiary that is not a Loan Party; (g) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.03(b), (ii) such Liens are incurred prior to or within two-hundred seventy (270) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets (other than in the case of any Indebtedness permitted by Section 6.03(b) constituting an extension, renewal, refinancing or replacement to the extent any excess is necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal, refinancing or replacement) and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary (plus improvements on such property, related contracts, intangibles and other assets that are incidental thereto or arise therefrom, and the proceeds or products thereof); (h) Liens existing on any property or asset prior to the acquisition thereof by any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary pursuant to an acquisition or Investment not prohibited hereunder after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Liens secure Indebtedness permitted by Section 6.03(e), (ii) such Liens are not created in contemplation of or in connection with such acquisition or Investment or such Person becoming a Subsidiary, as the case may be and (iii) such Liens shall not attach to any property or assets of the Borrower or any other Subsidiary; (i) any right which any municipal or governmental body or agency may have by virtue of deposits any franchise, license, contract or statute to purchase, or designate a purchaser of or order the Disposition of, any Property of the Borrower or any Subsidiary upon payment of reasonable compensation therefor or ​ ​ to terminate any franchise, license or other rights or to regulate the property and business of the Borrower or any Subsidiary; (j) easements, rights-of-way, licenses, restrictions (including zoning restrictions), title defects, exceptions, reservations, deficiencies or irregularities in title, encroachments, protrusions, servitudes, rights, eminent domain or condemnation rights, permits, conditions and covenants and other similar charges or encumbrances (including in any rights of way or other property of the Borrower or its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil or other minerals or timber, and other like purposes, or for joint or common use of real estate, rights of way, facilities and equipment) not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (k) Liens set forth on Schedule 6.02, and any extensions, renewals and replacements thereof, so long as there is no increase in the Indebtedness secured thereby (other than amounts incurred to pay costs of renewal and replacement) and no additional property (other than accessions, improvements and replacements in respect of such property) is subject to such Lien; (l) rights of lessors under oil, gas or mineral leases arising in the ordinary course of business; (m) in the event of any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in this Section 6.02 where the principal amount of Indebtedness secured thereby does not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement and such extension, renewal or replacement, to the extent not otherwise permitted by this Section 6.02, Liens securing any increase necessary to pay accrued and unpaid interest and any fees, premiums and expenses related to such extension, renewal or replacement; provided that such Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property and the proceeds or products thereof); (n) Liens which may attach after the Effective Date to undeveloped real estate not containing Oil and Gas Properties in the ordinary course of the Borrower’s or any of its Subsidiaries’ real estate sales, development and rental activities; (o) ground leases, subleases, licenses or sublicenses in respect of real property on which facilities owned or leased by the Borrower or any of its Subsidiaries are located; (p) any interest or title of a lessor, sublessor, licensor or sublicensor under any lease, sublease, license or sublicense entered into by the Borrower or any Subsidiary as lessee, sublessee, licensee or sublicensee in the ordinary course of its business and covering only the assets so leased or licensed; (q) Liens arising from precautionary UCC financing statements or similar filings made in respect of operating leases; (r) Liens on cash and cash equivalents in favor of counterparties to Swap Agreements with any Loan Party or any Subsidiary to secure obligations under such Swap Agreements entered into in the ordinary course of business and not for speculative purposes; (s) Liens (to secure liability for premiums the extent not securing Indebtedness of a type described in clauses (a) or (b) of the definition thereof) created pursuant to insurance carriers; providedconstruction, that operating and maintenance agreements, ​ ​ transportation agreements and other similar agreements and related documents entered in the ordinary course of business; (t) Liens (i) such tendersthat are contractual rights of set-off, obligationsrevocation, bondsrefund, contracts or premiums relate chargeback (A) relating to the business establishment of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do depository relations with banks not relate to the incurrence of Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered given in connection with such proceedingsthe issuance of Indebtedness, (B) have the effect relating to pooled deposits or sweep accounts to permit satisfaction of preventing the forfeiture overdraft or sale of the property subject to any such Lien; (e) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted obligations incurred in the ordinary course of business or (C) relating to purchase orders and other agreements entered in favor the ordinary course of business, (ii) of a collecting bank arising under Section 4-210 of the bank UCC on items in the course of collection or banks with which such (iii) attaching to commodity trading accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled or other commodity brokerage accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation incurred in the ordinary course of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtednessbusiness; (fu) (i) Liens granted pursuant solely on any xxxx xxxxxxx money deposits or escrow arrangements made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement relating to the Loan Documents any acquisition of property permitted hereunder and (ii) Liens consisting of an agreement to secure the Secured ObligationsDispose of any property in a transaction permitted by this Agreement; (gv) Liens on insurance policies and the proceeds thereof securing the financing of the related insurance premiums permitted under Section 6.03; (iw) Liens on the Equity Interests of a joint venture that does not constitute a Subsidiary securing obligations of such joint venture; (x) Liens in favor of customs and revenue revenues authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (y) Liens arising under statutory provisions of applicable Requirements of Law with respect to production of Hydrocarbons purchased from others; (z) Liens, titles and interests of licensors of software and other intellectual property licensed by such licensors to the Borrower or any Subsidiary, restrictions and prohibitions on encumbrances and transferability with respect to such Property and the Borrower’s or such Subsidiary’s interests therein imposed by such licenses, and Liens and encumbrances encumbering such licensors’ titles and interests in such Property and to which the Borrower’s or such Subsidiary’s license interests may be subject or subordinate, in each case, whether or not evidenced by UCC financing statement filings or other documents of record, provided that such Liens do not secure Indebtedness of the Borrower or any Subsidiary and do not encumber Property of the Borrower or any Subsidiary other than the Property that is the subject of such licenses; (iiaa) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by the Borrower or any Subsidiary in the ordinary course of business for dry-dockingpermitted by this Agreement; (bb) Liens arising pursuant to Section 107(l) of CERCLA, maintenanceor analogous provisions of other equivalent Environmental Law, repairs and improvements to Collateral Vesselsunless such Lien (i) by action of the lienholder, crews’ wagesor by operation of law, salvage (including contract salvage and general average) takes priority over any Liens arising under the Loan Documents on the property upon which it is a Lien, and (iiiii) maritime relates to a liability of the Borrower or any Subsidiary that could reasonably be expected to exceed $30,000,000; (cc) Liens (on cash or cash equivalents and held by a trustee under any indenture or other than debt agreement issued in respect of Indebtedness) for amounts not yet due and payable escrow pursuant to customary escrow arrangements pending the release thereof, or more than thirty (30) days delinquent orunder any indenture or other debt agreement pursuant to customary Redemption provisions ​ ​ defeasing or otherwise discharging the Indebtedness thereunder, in each case solely to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 in the aggregate for all Collateral Vessels; (h) with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to Redemption would be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (i) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (jdd) Liens arising pursuant to a Permitted Charter; (k) Liens on Pool Financing Receivables and securing the proceeds thereof securing Pool Financing IndebtednessObligations; and (lee) additional Liens; provided that at the time of incurrence thereof, the aggregate principal amount of the obligations then outstanding and secured in reliance on this clause (ee) shall not exceed 15% of Consolidated Net Tangible Assets. The expansion of obligations secured by Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to the extent be an incurrence of Liens for purposes of this Section 6.02. For purposes of determining compliance with this Section 6.02, if any Lien (or a portion thereof) would be permitted pursuant to one or more provisions described above, the Borrower Share Pledge has been delivered, Liens may divide and classify such Lien (or a portion thereof) in any manner that complies with this covenant and may later divide and reclassify any such Lien so long as the Lien (as so divided and/or reclassified) would be permitted to be made in reliance on the Equity Interests in the Borrower in favor of Other Secured Indebtedness subject to the terms applicable exception as of the Intercreditor Agreement. Any reference in any date of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Liensuch reclassification.

02Liens. CreateThe Issuer shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or permit to exist, directly or indirectly, exist any Lien on any Collateral, whether property now owned by it or hereafter acquired by itsuch Subsidiary, except the following (collectively, the “Permitted Liens”):except: (a) inchoate Liens for taxessecuring the Obligations; (b) any Lien on any property or asset of the Issuer or any of its Subsidiaries existing on the Closing Date and set forth on Schedule 9.02; provided that (i) no such Lien shall extend to any other property or asset of the Issuer or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the Closing Date and extensions, assessments renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) Liens securing Indebtedness permitted under Section 9.01(g); provided that such Liens are restricted solely to the collateral permitted to be secured by Section 9.01(g); (x) Xxxxx imposed by any applicable Law arising in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens, materialmen and other similar Liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the property subject thereto or governmental charges materially impair the use thereof in the operations of the business of such Person or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which (y) are immaterial or being contested in good faith by ​ appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAPproceedings, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such LienLiens and for which adequate reserves have been made if required in accordance with GAAP; (be) Liens in respect of property of any Loan Party imposed by law, which were incurred pledges or deposits made in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business connection with (including customary contractual landlords’ liens under operating i) real property leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) whichobligations in respect of workers’ compensation, if they secure unemployment insurance or other similar social security legislation, to the extent permitted pursuant to Section 9.01(m), or (iii) obligations that are then in respect of surety or appeal bonds, bid or performance bonds, or other obligations of a like nature, to the extent permitted pursuant to Section 9.01(l); (f) Liens securing Taxes, assessments and other governmental charges, the payment of which is not yet due and unpaid, are or is being contested in good faith by appropriate proceedings timely promptly initiated and diligently conducted and for which adequate reserves such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been established made; (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by any applicable Law or by any lease pursuant to which an Obligor holds its interest in accordance with GAAPa Manufacturing Facility and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which, in the aggregate, are not material, and which proceedings (or Orders entered do not in connection with such proceedings) have any case materially detract from the effect of preventing the forfeiture or sale value of the property subject to thereto or interfere in any such Lienmaterial respects with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries; (ch) Liens arising out with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of judgmentssuch real property; (ii) the reservations, attachments limitations, provisos and conditions expressed in the original grant, deed or awards patent of such property by the original owner of such real property pursuant to applicable Law or expressed in any lease pursuant to which an Obligor holds its interest in a Manufacturing Facility; (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any applicable Law, which, in the aggregate for clauses (i), (ii) and (iii), are not resulting material, and which do not in an Event any case materially detract from the value of Default the property subject thereto or interfere in any material respects with the ordinary conduct of the business of any of the Obligors or its Subsidiaries and in respect (iv) leases or subleases of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; (d) Liens (x) incurred real property in the ordinary course of business to secure the performance business; (i) bankers’ liens, rights of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs setoff and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by virtue of Liens incurred on deposits made to a bank on deposit accounts to the extent permitted to be made hereunder in the ordinary course of business business; (j) any judgment Lien not constituting an Event of Default; (k) interests of lessors and sublessors under operating leases, interests of licensors or sublicensors under license agreements, and with respect to any realty occupied by any Obligor or any of its Subsidiaries, all easements, rights of way, reservations, licenses, covenants encroachments, variations and similar restrictions, charges and encumbrances on title that, in any such case or event, do not secure monetary obligations (other than any Permitted Lien set out in Schedule 9.02) and do not materially impair the use of such property for its intended purposes; ​ (l) Liens on cash held on deposit to secure liability for premiums letters of credit, bank guarantees or similar instruments permitted under Section 9.01(n) in an amount not to insurance carriersexceed the face amount of such letters of credit, bank guarantees or similar instruments, so long as such cash is held in segregated accounts maintained with the issuers of such letters of credit, bank guarantees or similar instruments; (m) Liens securing Indebtedness permitted under Section 9.01(i); provided, provided that (i) such tenders, obligations, bonds, contracts Lien is not created in contemplation of or premiums relate to the business of the Subsidiary Guarantors in connection with such Permitted Acquisition or the Collateral Vesselsthis Agreement, (ii) such Liens do Lien shall not relate apply to any other property or assets of the incurrence Issuer or any of Indebtedness for borrowed moneyits Subsidiaries other than the property or assets being acquired pursuant to such Permitted Acquisition, and (iii) such Liens are for amounts not yet due and payable or delinquent or, Lien shall secure only those obligations that it secured immediately prior to the extent consummation of such amounts are so due Permitted Acquisition and payableextensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof and (iv) such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to Lien does not secure any such LienContingent Acquisition Obligation; (ei) bankers’ Liens, Liens arising from rights of setoff licensees or licensors, as the case may be, arising under licenses permitted pursuant to Section 9.19, and other similar Liens existing solely (ii) any ordinary course interest or title of a licensor, sublicensor, lessor or sublessor with respect to cash any assets under any inbound license or lease agreement permitted pursuant to Section 9.19; (o) Liens securing Indebtedness permitted by Section 9.01(j); provided that such Lien shall be solely limited to the applicable insurance policies, supporting documentation relating thereto and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which Obligor’s right to receive proceeds under such accounts are maintained, securing amounts owing to such bank insurance policy with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless which such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any IndebtednessIndebtedness has been incurred; (fp) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, ; (iiq) Liens referred to in any Certificate of Title; (r) Liens securing Indebtedness permitted under Section 9.01(r); or (s) Liens on the ordinary course of business for dry-docking, maintenance, repairs Specified Assets so long as the Specified Assets Conditions are satisfied both immediately before and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens (other than in respect of Indebtedness) for amounts not yet due and payable or more than thirty (30) days delinquent or, after giving effect to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect creation of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 in the aggregate for all Collateral Vessels; (h) with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (i) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (j) Liens arising pursuant to a Permitted Charter; (k) Liens on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtedness; and (l) to the extent the Borrower Share Pledge has been delivered, Liens on the Equity Interests in the Borrower in favor of Other Secured Indebtedness subject to the terms of the Intercreditor Agreement. Any reference in any of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

02Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any Collateral, whether now owned or hereafter acquired by it, except the following (collectively, the “Permitted Liens”): (a) inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (b) Liens in respect of property of any Loan Party or Security Provider imposed by law, which were incurred in the ordinary course of business and do not secure Financial Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course ​ ​ of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan PartyParty or Security Provider, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien; (c) Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such any Loan Party or Security Provider shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings; provided that at any time outstanding, the aggregate amount of Liens under this clause (c) shall not secure obligations in excess of $10,000,000; (d) Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Financial Indebtedness) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do not relate to the incurrence of Financial Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such LienLien and (iv) such Liens rank after the Liens created by the Security Documents; provided that at any time outstanding, the aggregate amount of Liens under this clause (d) shall not secure obligations in excess of $7,500,000; (e) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan PartyParty or Security Provider, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Financial Indebtedness; (f) Liens granted pursuant to the Loan Documents to secure the Secured Obligations; (g) Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average), (iii) in respect of Permitted Charters and (iiiiv) maritime Liens (other than in respect of Financial Indebtedness) for amounts not yet due and payable or more than thirty (30) 30 days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $2,500,000 7,500,000 in the aggregate for all Collateral Vessels;; ​ ​ (h) with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance; (i) Liens and other deposits to secure any guarantees to the extent constituting Financial Indebtedness under Section 6.01(i); and (j) Liens solely on any xxxx xxxxxxx money deposits made by any Loan Party or Security Provider in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (j) Liens arising pursuant to a Permitted Charter; (k) Liens on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtedness; and (l) to the extent the Borrower Share Pledge has been delivered, Liens on the Equity Interests in the Borrower in favor of Other Secured Indebtedness subject to the terms of the Intercreditor Agreement. Any reference in any of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.