Common use of Licensor Clause in Contracts

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lien, security interest, pledge, hypothecation, assignment, easement, right-of-way, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such Collateral, agrees to hold any Documents in its possession relating to such Collateral as agent for Agent, and agrees to deliver such Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lien, waives or subordinates any Lien it may have on such Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's Liens with respect to such Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lien, security interest, pledge, hypothecation, assignment, easement, right-of-way, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such Collateral, agrees to hold any Documents in its possession relating to such Collateral as agent for Agent, and agrees to deliver such Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor a Grantor obtains the right to use any Intellectual Property. Lien: any lienPerson’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interestinterests, pledgepledges, hypothecationhypothecations, assignmentstatutory trusts, easementreservations, rightexceptions, encroachments, easements, rights-of-way, or covenants, conditions, restrictions, leases, and other title exception or encumbranceexceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignmenttrust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Revolver Loan, Term Loan or Capital Expenditure Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the U.S. Closing Date or an anniversary thereof.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual PropertyProperty pursuant to a License. Lien: any lienPerson’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interestinterests, pledgepledges, hypothecationhypothecations, assignmentstatutory trusts, easementreservations, rightexceptions, encroachments, easements, rights-of-way, or covenants, conditions, restrictions, leases, and other title exception or encumbranceexceptions and encumbrances affecting Property; provided, however, that non-exclusive licenses of Intellectual Property in the Ordinary Course of Business are not Liens. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce use such Intellectual Property in connection with the enforcement of Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the such Intellectual Property, whether or not a default exists under any applicable License, so long as Agent causes payments (other than accrued payments not paid by the Borrowers) to be kept current under such License. Loan: a Term Revolver Loan. Loan DocumentsAccount: collectively, as may be amended, modified or supplemented from time the loan account established by each Lender on its books pursuant to time, this Agreement, the Other Agreements and the Security DocumentsSection 5.8.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit allows Agent to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. LoanLiquidity: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documentssum of (a) Availability plus (b) Unrestricted Cash.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. ​ Loan: a Term Revolver Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date or an anniversary thereof Xxxxxx Xxxxx: as defined in Regulation U of the Board of Governors. Material Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties or condition (financial or otherwise) of any Obligor, on the value of any material Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) impairs the ability of an Obligor to perform its obligations under the Loan Documents in any material way, including repayment of any Obligations; or (c) otherwise impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. ​ Lien: a Person's interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. ​ Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. ​ Loan: a Term Revolver Loan. ​ Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.. ​ Loan Year: each 12 month period commencing on the Closing Date or an anniversary thereof. ​ Xxxxxx Xxxxx: as defined in Regulation U of the Board of Governors. ​

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent allows Lender to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for AgentLender, and agrees to deliver such Collateral to Agent Lender upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent Lender upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such ​ Licensor, to enforce Agent's Lender’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loanloan made by Lender under the credit facility established by this Agreement. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date or an anniversary thereof.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lien, security interest, pledge, hypothecation, assignment, easement, right-of-way, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent Lender to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral consisting of books, records or Inventory held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such Collateral, agrees to hold any Documents in its possession relating to such Collateral as agent for AgentLender, and agrees to deliver such Collateral to Agent Lender upon request; (c) for any Collateral consisting of books, records or Inventory held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such Collateral, and agrees to deliver such Collateral to Agent Lender upon request; and (d) for any Collateral consisting of books, records or Inventory and subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such Licensor, to enforce Agent's Lender’s Liens with respect to such Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Revolver Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lien, security interest, pledge, hypothecation, assignment, easement, right-of-way, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent Lender to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral consisting of books, records, or Inventory held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such Collateral, agrees to hold any Documents in its possession relating to such Collateral as agent for AgentLender, and agrees to deliver such Collateral to Agent Lender upon request; (c) for any Collateral consisting of books, records, or Inventory held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such Collateral, and agrees to deliver such Collateral to Agent Lender upon request; and (d) for any Collateral consisting of books, records, or Inventory and subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such Licensor, to enforce Agent's Lender’s Liens with respect to such Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Revolver Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on eachor an anniversary of the Closing Datethereof.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien WaiverXxxx Xxxxxx: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date or an anniversary thereof.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents, the Intercreditor Agreement, each Compliance Certificate, the Fee Letter, each Related Real Estate Document, Borrower Materials, any promissory notes issued pursuant to this Agreement and any other note, document, instrument or agreement now or hereafter delivered by an obligor or other Person to Agent or a Lender in connection with any transactions relating hereto. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date. Loans: the Term Loan and any Protective Advances. Margin Stock: as defined in Regulation U of the Board of Governors. Material Adverse Effect: the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, assets, liabilities, operations or financial condition of Borrower, individually or the Obligors, taken as a whole, on the value of any material Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) materially impairs the ability of an Obligor to perform its obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise materially impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. LoanLiquidity: as of any time, the sum of (a) Availability as of such time, plus (b) all unrestricted cash and unrestricted Cash Equivalents (it being understood that, for the avoidance of doubt, the existence of a Lien in favor of Agent, ABL Agent or holders of Permitted Junior Priority Secured Debt (or their representative) will not result in such cash or Cash Equivalents becoming restricted) held by Borrower and Guarantors in their Deposit Accounts or Securities Accounts located in the United States as of such time. Loans: the loans made by the Lenders to the Borrower pursuant to this Agreement, including for the avoidance of doubt, the Initial Loans, the Incremental Term LoanLoans and the Extension Loans. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any interest in Property that secures an obligation owed to, or a claim by, another Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent Lender to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for AgentLender, and agrees to deliver such the Collateral to Agent Lender upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent Lender upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such Licensor, to enforce Agent's Lender’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Revolver Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignmenttrust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-àa-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Revolver Loan, Term Loan or Capital Expenditure Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignmenttrust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis à -vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Limited Condition Transaction: (a) any prepayment, redemption, repurchase, defeasance or similar repayment of Debt that requires irrevocable notice (which may be conditional) in advance thereof, (b) any Distribution that requires irrevocable notice (which may be conditional) in advance thereof or (c) any Permitted Acquisition or other Investment not prohibited by the terms of the Loan Documents, in each case whose consummation is not conditioned on the availability of, or inability to obtain, third-party financing or impermissibility under existing third party financing. Line Cap: means, as of any date of determination, the lesser of (i) the Borrowing Base in effect at such time and (ii) the sum of the aggregate Revolver Commitments at such time. Loan: a Revolver Loan, Term LoanLoan or DDTL. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lienPerson’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interestinterests, pledgepledges, hypothecationhypothecations, assignmentstatutory trusts, easementreservations, rightexceptions, encroachments, easements, rights-of-way, or covenants, conditions, restrictions, leases, and other title exception or encumbranceexceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the CollateralCollateral to the Lien of Lender, and agrees to permit Agent Lender to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such Collateralthe Collateral to the Lien of Lender, agrees to hold any Documents in its possession relating to such the Collateral as agent for AgentLender, and agrees to deliver such the Collateral to Agent Lender upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lien, waives or subordinates any Lien it may have on such Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's Liens with respect to such Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.;

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lien, security interestmortgage, pledge, hypothecation, assignment, easementdeposit arrangement, right-of-wayencumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title exception retention agreement, any easement, right of way or encumbranceother encumbrance on title to real property, and any Capital Lease having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that in no event shall an operating lease in and of itself be deemed to constitute a Lien. DB1/ 136236807.8 Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (unless, in each case, otherwise agreed to by Agent in its sole discretion) (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: ; and (e) for any Collateral held by Costco on consignment on behalf of a Term Loan. Loan Documents: collectivelyU.S. Domiciled Obligor, Costco acknowledges the applicable Obligor’s ownership of such Collateral, acknowledges Agent’s Lien on such Collateral, authorizes the filing of UCC financing statements naming Costco as may be amended, modified or supplemented from time to time, this Agreementconsignee, the Other Agreements applicable Obligor as consignor, and Agent as such Xxxxxxx’s assignee, and agrees to deliver the Security DocumentsCollateral to Agent upon request.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date or an anniversary thereof.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any Person's interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignmenttrust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License; and (e) for any wine barrels holding any Borrower’s Inventory in which any Person other than a Lender has a Lien, such Person agrees Agent can use and have access to such wine barrels. Loan: a Revolver Loan, Term Loan, Equipment Loan, Capital Expenditure Loan or DDTL. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit allows Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Collateral Agent, and agrees to deliver such Collateral to Collateral Agent upon requestrequest or provide Collateral Agent access to remove the Collateral; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, loan made by a Lender under the credit facility established by this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, another Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Revolver Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including any lienliens, security interestinterests, pledgemortgages, hypothecationcharges, assignmentassignments, easementpledges, righthypothecations, statutory trusts, deemed trusts, reservations, exceptions, encroachments, easements, servitudes, rights-of-way, or covenants, conditions, restrictions, leases, and other title exception or encumbranceexceptions and encumbrances affecting Property. 102904560_9 Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date or an anniversary thereof.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral with a book value in excess of $5,000,000 located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent allows Lender to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any material Collateral with a book value in excess of $5,000,000 held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for AgentLender, and agrees to deliver such Collateral to Agent Lender upon request; (c) for any material Collateral with a book value in excess of $5,000,000 held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent Lender upon request; and (d) for any material Collateral with a book value in excess of $5,000,000 subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such Licensor, to enforce Agent's Lender’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectivelyLicense and (e) any Person who stores and maintains the electronic books and records of an Obligor, as may be amended, modified or supplemented from time agrees to time, this Agreement, the Other Agreements provide access to Lender for such books and the Security Documentsrecords.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: a Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents, the Intercreditor Agreement, each Compliance Certificate, the Fee Letter, each Related Real Estate Document, Borrower Materials, any promissory notes issued pursuant to this Agreement and any other note, document, instrument or agreement now or hereafter delivered by an obligor or other Person to Agent or a Lender in connection with any transactions relating hereto. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date. Loans: the Term Loan and any Protective Advances.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit allows Agent to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Liquidity: an amount equal to the sum of (a) domestic unrestricted cash, (b) domestic Cash Equivalents, and (c) Availability. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified loan made by Agent or supplemented from time to time, a Lender under the credit facility established by this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, including any lien, security interest, pledge, hypothecation, assignmenttrust, reservation, encroachment, easement, right-of-way, covenant, condition, restriction, leases, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License; and (e) for any wine barrels holding any Borrower’s Inventory in which any Person other than a Lender has a Lien, such Person agrees Agent can use and have access to such wine barrels. Loan: a Revolver Loan, Term Loan, Capital Expenditure Loan or DDTL. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lienPerson’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interestinterests, pledgepledges, hypothecationhypothecations, assignmentstatutory trusts, easementreservations, rightexceptions, encroachments, easements, rights-of-way, or covenants, conditions, restrictions, leases, and other title exception or encumbranceexceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker broker, fulfillment partner or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such the Collateral to Agent upon request or permit the Agent to remove the Collateral upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such the Collateral to Agent upon request or permit the Agent to remove the Collateral upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Revolver Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit allows Agent to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the License in such Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: any lien, security interest, pledge, hypothecation, assignment, easement, right-of-way, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent Lender to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral consisting of books, records, or Inventory held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such Collateral, agrees to hold any Documents in its possession relating to such Collateral as agent for AgentLender, and agrees to deliver such Collateral to Agent Lender upon request; (c) for any Collateral consisting of books, records, or Inventory held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such Collateral, and agrees to deliver such Collateral to Agent Lender upon request; and (d) for any Collateral consisting of books, records, or Inventory and subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such Licensor, to enforce Agent's Lender’s Liens with respect to such Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Revolver Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents. Loan Year: each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. 15 Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent allows Lender to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for AgentXxxxxx, and agrees to deliver such Collateral to Agent Lender upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent Lender upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such Licensor, to enforce Agent's Lender’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a loan made by Lender under the credit facility established by this AgreementRevolver Loan or Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to AgentLender, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent allows Lender to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for AgentLender, and agrees to deliver such Collateral to Agent Lender upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's Lender’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent Lender upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent Lender the right, vis-à-vis such Licensor, to enforce Agent's Lender’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License. Loan: a Term Loanloan made by Lender under the credit facility established by this Agreement. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, this Agreement, the Other Agreements and the Security Documents.

Licensor. any Person from whom an Obligor obtains the right to use any Intellectual Property. Lien: an interest in Property securing an obligation or claim, including any lien, security interest, pledge, hypothecation, assignment, trust, reservation, assessment right, encroachment, easement, right-of-way, covenant, condition, restriction, lease, or other title exception or encumbrance. Lien Waiver: an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit allows Agent to enter upon the premises and remove the Collateral or to use the premises to remove, store or and dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on such the Collateral, agrees to hold any Documents in its possession relating to such the Collateral as agent for Agent, and agrees to deliver such Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent's ’s Lien, waives or subordinates any Lien it may have on such the Collateral, and agrees to deliver such Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor's ’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent's ’s Liens with respect to such the Collateral, including the right to dispose of it with the benefit of the License in such Intellectual Property, whether or not a default exists under any applicable License. Liquidity: measured at any time, the sum of (a) cash and Cash Equivalents held in accounts at Bank of America or its Affiliates plus (b) Availability. Loan: a Term Loan. Loan Documents: collectively, as may be amended, modified or supplemented from time to time, loan made by a Lender under the credit facility established by this Agreement, the Other Agreements and the Security Documents.