Common use of Lien Covenant Clause in Contracts

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens existing on the Effective Date and listed on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the property covered thereby is not changed other than the addition of proceeds, products, accessions and improvements to such property on customary terms, (ii) the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on Cash Collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstanding.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens existing on the Effective Date and listed on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the property covered thereby is not changed other than the addition of proceeds, products, accessions and improvements to such property on customary terms, (ii) the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on Cash Collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 100,000,000 in the aggregate at any time outstanding.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, it except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b6.02(b) and any modifications, replacements, renewals or extensions thereofto the Disclosure Letter; provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed Borrower or any Subsidiary (other than the addition of proceeds, productsadditions, accessions and improvements to such property on customary terms, or asset and proceeds covered by the original grant thereof) and (ii) such Lien shall secure only those obligations that it secures on the amount of the obligations secured thereby is not increased exceptEffective Date and amendments, in respect of Indebtednessextensions, if renewals, refinancings, refundings and replacements thereof as permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by under Section 6.01(b); (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a SubsidiarySubsidiary and securing Acquired Indebtedness permitted under Section 6.01(e); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than additions, accessions and improvements to such property or asset and proceeds covered by the original grant thereof) and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and amendments, extensions, renewals, refinancings, refundings and replacements thereof as permitted under Section 6.01(e); (d) Liens on property subject to Transportation Equipment Transactions; provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Purchase Money Indebtedness, Finance Lease Obligations, mortgage financings and Capitalized Lease Obligations permitted Indebtednesspursuant to Section 6.01(d), (ii) such Liens and the Indebtedness secured thereby (other than amendments, extensions, renewals, refinancings, refundings and replacements thereof as permitted under Section 6.01(d)) are incurred prior to or within 120 90 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary (other than additions, accessions and improvements to such property or asset and proceeds covered by the original grant thereof); (e) Liens arising in the ordinary course of business to secure obligations other than Indebtedness that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (f) Liens that secure Indebtedness permitted under Section 6.01(f), (j) or (k); (g) Liens that secure Indebtedness permitted under Section 6.01(i); provided that (i) such Liens shall not apply to any property or assets of any Loan Party and (ii) the aggregate amount of Indebtedness secured by such Liens shall not exceed $250,000,000 at any time outstanding; (h) purchase options, calls or similar rights of third parties that are incurred in connection with Investments permitted under Section 6.04(o); (i) Liens on Cash Collateral pursuant to Section 2.05(j) and ), Section 2.20 or Section 2.21; (gj) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (k) Liens securing reimbursement obligations with respect to commercial letters of credit issued in the ordinary course of business which encumber documents and other property relating to such letters of credit and products and proceeds thereof; (l) leases, subleases, licenses and sublicenses granted to others in the ordinary course of business; (m) Liens arising from the precautionary filing of Uniform Commercial Code financing statements regarding leases otherwise permitted hereunder; (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods in the ordinary course of business; (o) Liens (i) Liens on inventory held by and granted to a local distribution company in the assets ordinary course of any Loan Party in favor of any other Loan Party business and (ii) Liens on the assets of any Subsidiary that is not in accounts purchased and collected by and granted to a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to local distribution company in the foregoing clauses (c), (d) and (e); provided, however, ordinary course of business that (i) has agreed to make payments to the Borrower or any of its Subsidiaries for such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacementamounts; and (jp) additional other Liens securing that secure obligations (including Indebtedness) in an aggregate outstanding amount not to exceed, at the time such obligations are incurred, assumed or created, five percent (5%) of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstandingTotal Assets.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed other than the addition of proceeds, products, accessions Borrower or any Subsidiary and improvements to such property on customary terms, (ii) such Lien shall secure only those obligations which it secures on the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b)Effective Date hereof; (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; , provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;; and (f) Liens on Cash Collateral in cash collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c2.06(j), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstanding.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof6.02(b); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed other than the addition of proceeds, products, accessions Borrower or any Subsidiary and improvements to such property on customary terms, (ii) such Lien shall secure only those obligations which it secures on the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b)Effective Date; (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date pursuant to a Permitted Acquisition if such Lien exists prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted Indebtednessunder Section 6.01(e), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the lessor of (A) a total of $5,000,000 outstanding at any one time or (B) the cost of acquiring, constructing constructing, or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on Cash Collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (je) additional Liens securing an aggregate amount granted under any of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstandingLoan Documents.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereofSCHEDULE 6.03(B); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed other than the addition of proceeds, products, accessions Borrower or any Subsidiary and improvements to such property on customary terms, (ii) such Lien shall secure only those obligations which it secures on the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b)Effective Date hereof; (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; Leases, provided that the Indebtedness secured by any Transportation Equipment Transactions Lease does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;; and (f) Liens on Cash Collateral in cash collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (cSECTION 2.06(J), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstanding.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, it except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof6.02(b); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed Borrower or any Subsidiary (other than the addition of proceeds, productsadditions, accessions and improvements to such property on customary terms, or asset and proceeds covered by the original grant thereof) and (ii) such Lien shall secure only those obligations that it secures on the amount of the obligations secured thereby is not increased exceptEffective Date and amendments, in respect of Indebtednessextensions, if renewals, refinancings, refundings and replacements thereof as permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by under Section 6.01(b); (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a SubsidiarySubsidiary and securing Indebtedness permitted under Section 6.01(d) or (e); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than additions, accessions and improvements to such property or asset and proceeds covered by the original grant thereof) and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and amendments, extensions, renewals, refinancings, refundings and replacements thereof as permitted under Section 6.01(d) and (e); (d) Liens on property subject to Transportation Equipment Transactions; provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted IndebtednessIndebtedness pursuant to Section 6.01(d) or (f), (ii) such Liens and the Indebtedness secured thereby (other than amendments, extensions, renewals, refinancings, refundings and replacements thereof as permitted under Section 6.01(d) and (f)) are incurred prior to or within 120 90 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary (other than additions, accessions and improvements to such property or asset and proceeds covered by the original grant thereof); (e) Liens arising in the ordinary course of business to secure obligations other than Indebtedness that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (f) Liens on Cash Collateral pursuant to that secure Indebtedness permitted under Section 2.05(j) and Section 2.216.01(g); (g) Liens described in clause (ic) Liens on of the assets definition of any Loan Party “Liens” that are incurred in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party;connection with Investments permitted under Section 6.04(i); and (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part favor of the same property that secured Administrative Agent under the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstandingPledge Agreement.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, it except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof6.02(b); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed Borrower or any Subsidiary (other than the addition of proceeds, productsadditions, accessions and improvements to such property on customary terms, or asset and proceeds covered by the original grant thereof) and (ii) such Lien shall secure only those obligations that it secures on the amount of the obligations secured thereby is not increased exceptEffective Date and amendments, in respect of Indebtednessextensions, if renewals, refinancings, refundings and replacements thereof as permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by under Section 6.01(b); (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a SubsidiarySubsidiary and securing Indebtedness permitted under Section 6.01(d) or (e); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than additions, accessions and improvements to such property or asset and proceeds covered by the original grant thereof) and (iii) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and amendments, extensions, renewals, refinancings, refundings and replacements thereof as permitted under Section 6.01(d) and (e); (d) Liens on property subject to Transportation Equipment Transactions; provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted IndebtednessIndebtedness pursuant to Section 6.01(d) or (f), (ii) such Liens and the Indebtedness secured thereby (other than amendments, extensions, renewals, refinancings, refundings and replacements thereof as permitted under Section 6.01(d) and (f)) are incurred prior to or within 120 90 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property HOU:3135549.8 or assets of the Borrower or any SubsidiarySubsidiary (other than additions, accessions and improvements to such property or asset and proceeds covered by the original grant thereof); (e) Liens arising in the ordinary course of business to secure obligations other than Indebtedness that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect; (f) Liens on Cash Collateral pursuant to that secure Indebtedness permitted under Section 2.05(j) and Section 2.216.01(g); (g) Liens described in clause (ic) Liens on of the assets definition of any Loan Party “Liens” that are incurred in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party;connection with Investments permitted under Section 6.04(i); and (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part favor of the same property that secured Administrative Agent under the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstandingPledge Agreement.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: : (a) Permitted Encumbrances; ; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed other than the addition of proceeds, products, accessions Borrower or any Subsidiary and improvements to such property on customary terms, (ii) such Lien shall secure only those obligations which it secures on the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); Effective Date hereof; (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be; , (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; , provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; ; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; ; and (f) Liens on Cash Collateral in cash collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c2.06(j), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstanding.. -49-

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed other than the addition of proceeds, products, accessions Borrower or any Subsidiary and improvements to such property on customary terms, (ii) such Lien shall secure only those obligations which it secures on the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b)Effective Date; (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; , provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;; and (f) Liens on Cash Collateral in cash collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c2.06(j), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstanding.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens Any Lien on any property or asset of the Borrower or any Subsidiary existing on the Effective Date and listed set forth on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof); provided that (i) such Lien shall not apply to any other property or asset of the property covered thereby is not changed other than the addition of proceeds, products, accessions Borrower or any Subsidiary and improvements to such property on customary terms, (ii) such Lien shall secure only those obligations which it secures on the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b)Effective Date; (c) any Any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; , provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary;; and (f) Liens on in Cash Collateral (i) pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party 2.21 and (ii) Liens on until the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens Escrow Termination Date, to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c), (d) and (e); provided, however, that (i) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (ii) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstandingNew Debt Securities.

Lien Covenant. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens existing on the Effective Date and listed on Schedule 6.03(b) and any modifications, replacements, renewals or extensions thereof; , provided that (i) the property covered thereby is not changed other than the addition of proceeds, products, accessions and improvements to such property on customary terms, (ii) the amount of the obligations secured thereby is not increased except, in respect of Indebtedness, if permitted by Section 6.01(b), (iii) no additional Loan Party shall become a direct or contingent obligor of the obligations secured thereby and (iv) any modification, replacement, renewal or extension of the obligations secured or benefited thereby is permitted by Section 6.01(b); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be; (d) Liens on property subject to Transportation Equipment Transactions; , provided that the Indebtedness secured by any Transportation Equipment Transactions does not exceed the cost of acquiring the property subject thereto; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure permitted Indebtedness, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 120 days (or such longer period if necessary solely to obtain any permits or licenses required in connection with such acquisition, construction or improvement) after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on in Cash Collateral pursuant to Section 2.05(j) and Section 2.21; (g) (i) Liens on the assets of any Loan Party in favor of any other Loan Party and (ii) Liens on the assets of any Subsidiary that is not a Loan Party in favor of any Loan Party; (h) precautionary Uniform Commercial Code filings by lessors under operating leases covering solely the property subject to such leases; (i) Liens to secure any refinancing, refunding, extension, renewal or replacement, in whole or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (c), (d) and (e); provided, however, that (ix) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (iiy) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (c), (d) and (e) at the time the original Lien became a Lien permitted under this Section 6.03 and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and (j) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $20,000,000 in the aggregate at any time outstanding.