Common use of 2Liens Clause in Contracts

2Liens. No Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, Company or any of its Subsidiaries, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or any income, profits, or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits, or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except: (a) (i) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Note Document; (b) Liens for Taxes if obligations with respect to such Taxes are not yet due or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP so long as the aggregate amount of such Taxes does not exceed $250,000 at any time outstanding; (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by ​ ​ appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings, Company or any of its Subsidiaries and that, in the aggregate for any parcel of real property subject thereto, do not materially detract from the value of such parcel (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (g) Liens solely on any customary xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (i) Liens incurred by Company or any of its Subsidiaries 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; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Company or such Subsidiary; (l) Liens described in Schedule 6.2; (m) Liens securing Indebtedness permitted pursuant to Sections 6.1(c) and 6.1(j); (n) Liens on Cash collateral supporting letters of credit, banking products and other credit support obligations not to exceed $250,000 in the aggregate at any time outstanding; ​ ​ (o) (i) Liens on any Property acquired or held by any Note Party or any Subsidiary of any Note Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 6.1(o); provided that (x) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof (y) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such Property and (z) such Property is not Collateral and (ii) Liens securing Capital Lease Obligations permitted under Section 6.1(o); provided that such Liens are not on Collateral; and (p) other Liens incurred by Holdings or its Subsidiaries on assets that secure Indebtedness in an aggregate amount (taken together with the amount of any Indebtedness incurred pursuant to Section 6.1(j) that is not secured by a Lien) not to exceed $500,000 at any time. Notwithstanding anything in this Section 6.2 to the contrary, in no event shall any obligations of any Note Party under any Hedge Agreement be secured by any Lien.

2Liens. No Note Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, Company any Credit Party or any of its Subsidiaries, whether now owned or hereafter acquired, leased (as lessee), created or licensed (as licensee), or any income, profits, profits or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits, profits or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or proceduresApplicable Laws related to Intellectual Property, except: (a) (i) Liens on the Collateral in favor of the Collateral Agent for the benefit of Secured Parties the holders of the Obligations granted pursuant to any Note Credit Document; (b) Liens for Taxes if securing the payment of obligations with respect to permitted under Section 8.1(d) or Section 8.1(i); provided that such Taxes are Liens do not yet due encumber any property other than the vessel(s) acquired or are being contested financed thereby, or the assets of the entity acquired in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP so long as the aggregate amount of such Taxes does not exceed $250,000 at any time outstandingconnection therewith; (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) existing as of the Code or ERISA or a violation of Section 436 of the Code), Closing Date and described in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by ​ ​ appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amountsSchedule 8.2; (d) Liens incurred in the ordinary course of business in connection with workers’ deposits under workmen’s compensation, unemployment insurance and other types of social securitySocial Security laws, or to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases or to secure statutory obligations, obligations or surety and or appeal bonds, bids, leases, government contracts, trade contractsor to secure indemnity, performance and return-of-money bonds and or other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings, Company or any of its Subsidiaries and that, in the aggregate for any parcel of real property subject thereto, do not materially detract from the value of such parcel (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (g) Liens solely on any customary xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into bonds in the ordinary course of business; (ie) Liens imposed by law, such as carriers’, warehousemen’s or mechanics’ liens, incurred by Company or any of its Subsidiaries 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; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries good faith in the ordinary course of business and that are not interfering delinquent or that are subject to Permitted Contests, and any Lien arising out of a judgment or award not exceeding $500,000 with respect to which an appeal is being prosecuted, a stay of execution pending such appeal having been secured; (f) Liens for taxes, assessments or other governmental charges or levies that are not delinquent or that are subject to Permitted Contests; (g) Liens in any respect with the ordinary conduct favor of or materially detracting from the value collecting banks under Section 4-210 of the business UCC on items in the course of Company collection; (h) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits; (i) Liens against the vessels constituting Collateral which constitute “Permitted Maritime Liens” as defined in the Vessel Mortgages, and other similar Liens against other vessels owned by the Credit Parties; (j) Liens securing the payment of obligations permitted under Section 8.1(h); provided that (i) such SubsidiaryLiens do not encumber any property other than property acquired in connection with such Permitted Acquisition, and (ii) such Liens were not created in connection with, or in anticipation or contemplation of, such Permitted Acquisition; (k) [reserved]; and (l) Liens described in Schedule 6.2; (m) Liens securing purchase money Indebtedness and Capital Leases to the extent permitted pursuant to Sections 6.1(c) and 6.1(jSection 8.1(b); (n) Liens on Cash collateral supporting letters of credit, banking products and other credit support obligations not to exceed $250,000 in the aggregate at any time outstanding; ​ ​ (o) (i) Liens on any Property acquired or held by any Note Party or any Subsidiary of any Note Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 6.1(o); provided that (xA) the indebtedness secured by such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof (y) the principal amount of the Indebtedness secured thereby does not exceed 100% the purchase price or fair market value, whichever is less, of the cost equipment so acquired at the time of such Property its acquisition, (B) the asset is used or useful in the ordinary course of business of the acquiring person, and (zC) the Lien does not cover any property other than the assets acquired or subject to such Property is not Collateral and (ii) Liens securing Capital Lease Obligations permitted under Section 6.1(o); provided that such Liens are not on Collateral; and (p) other Liens incurred by Holdings or its Subsidiaries on assets that secure Indebtedness in an aggregate amount (taken together with the amount of any Indebtedness incurred pursuant to Section 6.1(j) that is not secured by a Lien) not to exceed $500,000 at any time. Notwithstanding anything in this Section 6.2 to the contrary, in no event shall any obligations of any Note Party under any Hedge Agreement be secured by any LienLease.

2Liens. No Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, Company or any of its Subsidiaries, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or any income, profits, or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits, or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except: (a) (i) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Note Document; (b) Liens for Taxes if obligations with respect to such Taxes are not yet due or are being contested in good faith by appropriate proceedings promptly instituted and diligently ​ conducted and adequate reserves have been made in accordance with GAAP so long as the aggregate amount of such Taxes does not exceed $250,000 500,000 at any time outstanding; (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by ​ ​ appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings, Company or any of its Subsidiaries and that, in the aggregate for any parcel of real property subject thereto, do not materially detract from the value of such parcel (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (g) Liens solely on any customary xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (i) Liens incurred by Company or any of its Subsidiaries 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; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Company or such Subsidiary;; ​ (l) Liens described in Schedule 6.2; (m) Liens securing Indebtedness permitted pursuant to Sections 6.1(c) and Section 6.1(j); (n) Liens on Cash collateral supporting letters of credit, banking products and other credit support obligations not to exceed $250,000 in the aggregate at any time outstanding; ​ ​and (o) (i) Liens on any Property acquired or held by any Note Party or any Subsidiary of any Note Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 6.1(o); provided that (x) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof (y) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such Property and (z) such Property is not Collateral and (ii) Liens securing Capital Lease Obligations permitted under Section 6.1(o); provided that such Liens are not on Collateral; and (p) other Liens incurred by Holdings or its Subsidiaries on assets that secure Indebtedness in an aggregate amount (taken together with the amount of any Indebtedness incurred pursuant to Section 6.1(j) that is not secured by a Lien) not to exceed $500,000 at any time. Notwithstanding anything in this Section 6.2 to the contrary, in no event shall any obligations of any Note Party under any Hedge Agreement be secured by any Lien.

2Liens. No Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, createCreate, incur, assume or permit suffer to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, Company or upon any of its SubsidiariesProperty, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or any income, profits, or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits, or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, exceptexcept for: (a) (i) Liens for Taxes not yet due or which are being contested in favor good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books and balance sheets of Collateral Agent for Co-Borrower or the benefit of Secured Parties granted pursuant to any Note Documentapplicable Loan Party in conformity with ​ GAAP; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens for Taxes if obligations with respect to such Taxes arising in the ordinary course of business which are not yet due overdue for a period of more than 90 days or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and for which adequate reserves have been made with respect thereto are maintained in accordance the books and balance sheets of Co-Borrower or the applicable Loan Party in conformity with GAAP so long as GAAP; provided that at no time shall such sums being contested exceed in the aggregate amount of such Taxes does not exceed $250,000 at any time outstanding2,000,000; (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Code pledges or ERISA or a violation of Section 436 of the Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by ​ ​ appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) Liens incurred in the ordinary course of business deposits in connection with workers’ compensation, unemployment insurance and other types social security legislation; (d) deposits (including in the form of social security, letters of credit) by or on behalf of Co-Borrower or Borrower or any of their Subsidiaries to secure the performance of tendersbids, trade contracts (other than for borrowed money), leases, statutory obligations, plugging and abandonment obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for a like nature incurred in the payment ordinary course of borrowed money or other Indebtedness)business, so long as no foreclosure, sale or similar proceedings have been commenced with respect to the aggregate amount of such deposits at any portion of the Collateral on account thereofone time does not exceed $10,000,000; (e) encumbrances consisting of easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of Co-Borrower or Borrower or any of their Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals and other like purposes that do not secure Indebtedness or other monetary obligations and, in the aggregate, are not substantial in amount and do not materially impair the use of such Property by Co-Borrower or any Loan Party in the operation of its business and which do not in any case materially detract from the value of the Property subject thereto are or would be violated in any material respect by existing or proposed operations of Co-Borrower or any Loan Party; (f) Liens created pursuant to the Security Documents (including the Liens securing Obligations under the Qualified Hedging Agreements); (g) the interest or title of a lessor under any lease entered into by Co-Borrower or Borrower or any of their Subsidiaries in the ordinary course of its business and covering only the assets so leased; (h) all lessors’ royalties (and Liens to secure the payment thereof), overriding royalties, net profits interests, carried interests, production payments, reversionary interests and other burdens on or deductions from the proceeds of production with respect to each Oil and Gas Property (in each case) that do not operate to reduce the net revenue interest for such Oil and Gas Property (if any) or increase the working interest for such Oil and Gas Property (if any) without a corresponding increase in the corresponding net revenue interest; (i) Liens under any oil and gas leases, farm-out agreements, production sales contracts, division orders, contracts for sale, operating agreements, area of mutual interest agreements, production handling agreements, joint venture agreements, oil and gas partnership agreements, unitization and pooling declarations and agreements, transportation agreements, marketing agreements, processing 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 in each case to the extent the same (i) are ordinary and customary to the oil, gas and other mineral exploration, development, processing or extraction business, (ii) do not otherwise cause any other express representation or warranty of Co-Borrower or any Loan Party in any of the Loan Documents to be untrue, (iii) do not operate to reduce the net revenue interest for such Oil and Gas Property (if any), or increase the working interest for such Oil and Gas Property (if any) without a corresponding increase in the corresponding net revenue interest, and (iv) secure obligations that are not delinquent and do not in any case materially detract from the value of the Oil and Gas Property subject thereto; (j) Liens not securing Indebtedness arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated Cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by Co-Borrower or any Loan Party to provide collateral to the depository institution; (k) Liens arising by virtue of a judgment or judicial order not constituting an Event of Default securing an aggregate amount not to exceed the Threshold Amount; (l) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases of Co-Borrower or the Loan Parties securing an aggregate amount not to exceed the Threshold Amount; (m) normal and customary banker’s Liens, rights of set-off or similar rights and remedies in favor of creditor depository institutions, and Liens of a collecting bank on checks, drafts or other items of payment payable to Co-Borrower or a Loan Party (including those constituting proceeds of any Collateral) in the ordinary course of collection; (n) pledges or deposits in connection with Plugging and Abandonment Obligations including Liens securing Indebtedness incurred pursuant to Section 6.1(i); (o) Liens not otherwise permitted by this Section 6.2 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate Fair Market Value (determined, in the case of each such Lien, as of the date such Lien is incurred) of the Property subject thereto exceeds $3,500,000 at any one time; (p) Liens that are contractual rights of set-off or rights of pledge relating to agreements entered into with customers of the Co-Borrower or any Loan Party in the ordinary course of business; (q) ground leases in respect of Real Property on which facilities owned or leased by the Co-Borrower or any Loan Party are located; (r) easements, rights-of-way, covenants, conditions, restrictions, encroachments, protrusions, permits, and other similar encumbrances and other minor defects title defects, imperfection or irregularities in titleirregularity and oil, in each case that gas and other mineral interests, reservations, royalty interests, and leases ​ affecting Real Property, which do not and will not in the aggregate materially interfere in any material respect with the ordinary conduct of the business of Holdings, Company or any of its Subsidiaries and that, in the aggregate for any parcel of real property subject thereto, do not materially detract from the value of such parcelbusiness; and (fs) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (g) Liens solely on any customary xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (i) Liens incurred by Company or any zoning, building, entitlement, and other land use restrictions with which the normal operation of its Subsidiaries in favor of customs the business materially complies, and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (jii) any zoning zoning, order, decree, restriction, condition, permit, or similar law or right reserved to or vested in any governmental office or agency Governmental Authority to control or regulate the use of any real property; (k) non-exclusive outbound licenses Real Property and all rights of patents, copyrights, trademarks and other intellectual property rights granted by Company condemnation or any of its Subsidiaries in the ordinary course of business and eminent domain that does not interfering in any respect materially interfere with the ordinary conduct of or materially detracting from the value of the business of Company or such Subsidiary; (l) Liens described in Schedule 6.2; (m) Liens securing Indebtedness permitted pursuant to Sections 6.1(c) and 6.1(j); (n) Liens on Cash collateral supporting letters of credit, banking products and other credit support obligations not to exceed $250,000 in the aggregate at any time outstanding; ​ ​ (o) (i) Liens on any Property acquired or held by any Note Party or any Subsidiary of any Note Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 6.1(o); provided that (x) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof (y) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such Property and (z) such Property is not Collateral and (ii) Liens securing Capital Lease Obligations permitted under Section 6.1(o); provided that such Liens are not on Collateral; and (p) other Liens incurred by Holdings or its Subsidiaries on assets that secure Indebtedness in an aggregate amount (taken together with the amount of any Indebtedness incurred pursuant to Section 6.1(j) that is not secured by a Lien) not to exceed $500,000 at any time. Notwithstanding anything in this Section 6.2 to the contrary, in no event shall any obligations of any Note Party under any Hedge Agreement be secured by any Lienbusiness.

2Liens. No DIP Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, Company or any of its Subsidiaries, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or any income, profits, or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits, or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except: (a) (i) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any DIP Note Document; (b) Liens for Taxes if obligations with respect to such Taxes are not yet due or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP so long as the aggregate amount of such Taxes does not exceed $250,000 at any time outstanding[reserved]; (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by ​ ​ appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts; (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings, Company or any of its Subsidiaries and that, in the aggregate for any parcel of real property subject thereto, do not materially detract from the value of such parcel (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (g) Liens solely on any customary xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder[reserved]; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business[reserved]; (i) Liens incurred by Company or any of its Subsidiaries 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; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Company or such Subsidiary; (l) Liens described in Schedule 6.2; (m) Liens securing Indebtedness permitted pursuant to Sections 6.1(c) and 6.1(j); (n) Liens on Cash collateral supporting letters of credit, banking products and other credit support obligations not to exceed $250,000 in the aggregate at any time outstanding; ​ ​ (o) (i) Liens on any Property acquired or held by any Note Party or any Subsidiary of any Note Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 6.1(o); provided that (x) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof (y) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such Property and (z) such Property is not Collateral and (ii) Liens securing Capital Lease Obligations permitted under Section 6.1(o); provided that such Liens are not on Collateral[reserved]; and (p) other Liens incurred by Holdings or its Subsidiaries on assets that secure Indebtedness in an aggregate amount (taken together with the amount of any Indebtedness incurred pursuant to Section 6.1(j) that is not secured by a Lien) not to exceed $500,000 at any time. Notwithstanding anything in this Section 6.2 to the contrary, in no event shall any obligations of any Note Party under any Hedge Agreement be secured by any Lien.

2Liens. No Note Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, Company or any of its Subsidiaries, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or any income, profits, or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits, or royalties under the UCC of any State or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except: (a) (i) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Note Document; (b) Liens for Taxes if obligations with respect to such Taxes are not yet due or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP so long as the aggregate amount of such Taxes does not exceed $250,000 500,000 at any time outstanding; (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by ​ ​ appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;; ​ (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings, Company or any of its Subsidiaries and that, in the aggregate for any parcel of real property subject thereto, do not materially detract from the value of such parcel (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder; (g) Liens solely on any customary xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (i) Liens incurred by Company or any of its Subsidiaries 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; (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Company or such Subsidiary; (l) Liens described in Schedule 6.2; (m) Liens securing Indebtedness permitted pursuant to Sections 6.1(c) and Section 6.1(j); (n) Liens on Cash collateral supporting letters of credit, banking products and other credit support obligations not to exceed $250,000 in the aggregate at any time outstanding; ​ ​and (o) (i) Liens on any Property acquired or held by any Note Party or any Subsidiary of any Note Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under Section 6.1(o); provided that (x) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof (y) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such Property and (z) such Property is not Collateral and (ii) Liens securing Capital Lease Obligations permitted under Section 6.1(o); provided that such Liens are not on Collateral; and (p) other Liens incurred by Holdings or its Subsidiaries on assets that secure Indebtedness in an aggregate amount (taken together with the amount of any Indebtedness incurred pursuant to Section 6.1(j) that is not secured by a Lien) not to exceed $500,000 at any time. ​ Notwithstanding anything in this Section 6.2 to the contrary, in no event shall any obligations of any Note Party under any Hedge Agreement be secured by any Lien.

2Liens. No Note Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, Company Holdings or any of its Subsidiaries, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or any income, profits, or royalties therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income, profits, or royalties under the UCC of any State State, the PPSA of any Canadian province or territory or under any similar recording or notice statute or under any applicable intellectual property laws, rules or procedures, except: (a) (i) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Note Document;Credit Document or any Secured Hedge Agreement; ​ (b) Liens for Taxes if obligations with respect to such Taxes are not yet due or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and adequate reserves have been made in accordance with GAAP so long as the aggregate amount of such Taxes does not exceed $250,000 500,0001,000,000 at any time outstanding;; ​ (c) statutory Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by ​ ​ law (other than any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal Revenue Code), in each case incurred in the ordinary course of business (i) for amounts not yet overdue, or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by ​ ​ appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;; ​ (d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;; ​ (e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case that do not and will not interfere in any material respect with the ordinary conduct of the business of Holdings, Company Holdings or any of its Subsidiaries and that, in the aggregate for any parcel of real property subject thereto, do not materially detract from the value of such parcel; (f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;; ​ (g) Liens solely on any customary xxxx xxxxxxx money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (h) purported Liens evidenced by the filing of precautionary UCC or the PPSA, as applicable, financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (i) Liens incurred by Company or any of its Subsidiaries 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;; ​ (j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property; (k) non-exclusive outbound licenses of patents, copyrights, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of or materially detracting from the value of the business of Company or such Subsidiary;; ​ (l) Liens existing on the Closing Date and described in Schedule 6.2;6.2 and any renewals, refinancings or extensions thereof, provided that (i) the property covered thereby is not ​ changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 6.1(h) and (iii) to the extent such Lien was subordinated to the Obligations prior to such renewal, refinance or extension, then it shall remain subordinated on the same terms; ​ (m) Liens securing Indebtedness permitted pursuant to Sections 6.1(c) and 6.1(jSection 6.1(i);; provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; ​ (n) Liens on Cash collateral supporting letters securing judgments for the payment of credit, banking products money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default under Section 8.1(h) and other credit support obligations not to exceed $250,000 in being enforced by the aggregate at any time outstandingjudgment creditor; ​ ​ (o) (i) Liens on any Property acquired or held by any Note Party or any Subsidiary insurance premiums in favor of any Note Party the applicable insurance carrier securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under pursuant to Section 6.1(o6.1(k); provided that (x) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof (y) the principal amount of the Indebtedness secured thereby does not exceed 100% of the cost of such Property and (z) such Property is not Collateral and (ii) Liens securing Capital Lease Obligations permitted under Section 6.1(o); provided that such Liens are not on Collateral; and​ (p) other Liens incurred by Holdings other than the types listed in Section 6.2(a) through (o) securing Indebtedness or its Subsidiaries on assets that secure Indebtedness other obligations in an aggregate principal amount (taken together with the amount of any Indebtedness incurred pursuant to Section 6.1(j) that is not secured by a Lien) not to exceed $500,000 500,000750,000 at any timetime outstanding. ​ Notwithstanding anything in this Section 6.2 to the contrary, in no event shall any obligations of any Note Credit Party under any Hedge Agreement be secured by any Lien., except for any Secured Hedge Agreement that is secured by the Liens permitted under clause (a)(i) of this Section 6.2 in accordance with the terms of this Agreement. ​ Notwithstanding anything to the contrary herein, any Subsidiary of the BorrowerCompany that is not a Guarantor shall not, directly or indirectly, create, incur or assume any consensual Liens that secure Indebtedness for borrowed money, notes or bonds other than Liens in favor of the Administrative Agent to secure the Obligations (and with respect to any Subsidiaries organized in Italy, such Subsidiaries shall not, directly or indirectly, create, incur or assume any consensual Liens). ​