Common use of Liens, Etc Clause in Contracts

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary of the Company in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens any assignment of any right to receive income existing on the Effective Date and described any Liens existing on Schedule 5.02(a) heretothe Effective Date, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) other Liens or any other assignment of any right to receive income (in addition to the Liens and assignments permitted under clauses (i), (ii), (iii), (iv) or (vi)) securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $450,000,000, and (vi) Liens granted the replacement, extension or renewal of any Lien or any assignment of any right to receive income permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor such Borrower or any Subsidiary of such Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) in the case of the Company and its Subsidiaries, the Liens existing on the Effective date hereof and described on Schedule 5.02(a) hereto and, in the case of the Co-Borrower and its Subsidiaries, the Liens existing on the Co-Borrower Joinder Date and described on Schedule 5.02(a) heretoto the Co-Borrower Joinder Agreement, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor such Borrower or any Subsidiary of the Guarantor such Borrower or becomes a Subsidiary of the Guarantorsuch Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor such Borrower or such Subsidiary or acquired by the Guarantor such Borrower or such Subsidiary, (v) Liens on accounts receivable (and in property securing Debt permitted by Section 5.02(d)(vii)or otherwise supporting such accounts receivable together with proceeds thereof) of such Borrower and its Subsidiaries in connection with a Receivables Securitization, (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding five percent of Consolidated Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary of the Company in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens any assignment of any right to receive income existing on the Effective Date and described any Liens existing on Schedule 5.02(a) heretothe Effective Date, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii)arising in connection with capital lease obligations; provided, however, that no such Lien shall extend to or cover any property or assets other than the property and assets subject to such capital lease obligations, (vi) precautionary Liens granted provided by Subsidiaries the Company or any Subsidiary in connection with the sale, assignment, transfer or other disposition of the Guarantor assets (other than the Borrowersright to receive income) by the Company or such Subsidiary which transaction constitutes a “sale” under GAAP, (vii) any assignment of the right to secure receive income in connection with the sale of a Subsidiary or a business unit otherwise permitted under this Agreement, (viii) other Liens or any other assignment of any right to receive income (in addition to the Liens and assignments permitted under the other clauses of this Section 5.02(a) securing Debt permitted by in an aggregate principal amount not to exceed the greater of: (a) $450,000,000 or (b) 10% of the Consolidated total assets of the Company as reflected in the financial statements most recently delivered under Section 5.02(d)(iv5.01(h), and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien or any assignment of any right to receive income permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanexcept: (i) Permitted Liens,Liens created under the Loan Documents and/or the Interim Borrowing Order or the Final Borrowing Order, as applicable; (ii) Permitted Liens; (iii) Liens existing on the date hereof and described on Schedule 5.02(a) hereto (including pursuant to the Prepetition Loan Documents); (iv) (A) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentequipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amountamount and (B) Liens to secure Debt incurred within 270 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon acquired, constructed or accessions theretoimproved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date ; and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such mergerfurther, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)however, and (vii) other Liens securing Debt, provided that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iv) shall not exceed the aggregate amount permitted under Section 5.02(b)(v) at any time outstanding and that any such secured Debt shall not exceed 15% otherwise be prohibited by the terms of the Consolidated net worth Loan Documents; (v) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(v); provided that no such Lien shall extend to or cover any Collateral or assets other than the assets subject to such Capitalized Leases; (vi) the replacement, extension or renewal of any Lien permitted hereunder upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor Debt secured thereby; (vii) Liens in respect of the (i) Prepetition Loan Documents as adequate protection granted pursuant to the Interim Borrowing Order or Final Borrowing Order, as applicable, which Liens are junior to the Liens contemplated hereby in favor of the Secured Parties, it being understood that the Interim Borrowing Order or the Final Borrowing Order, as applicable, provides that the holder of such junior Liens shall not be permitted to take any action to enforce their rights with respect to such junior Liens so long as any of the Obligations or Letters of Credit shall remain outstanding or any Revolving Credit Commitment shall be in effect; and (viii) Liens incurred by Accuride Canada in an amount not to exceed $500,000. Notwithstanding the foregoing, Liens permitted in clauses (ii) through (viii) of this Section 5.02(a) shall at all times be junior and its Subsidiaries at any timesubordinate to the Liens securing the Obligations under the Loan Documents and the Orders, other than the Carve-Out and the Senior Third Party Liens.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) Liens securing obligations under Finance Leases; (iii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,; (iiiiv) the Liens existing on the Effective Date and described on Schedule 5.02(a) – Existing Liens hereto,; (ivv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower and Liens on assets existing at the time such assets are acquired by the Borrower or any Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii),; (vi) Liens granted by Subsidiaries of securing any Advances, L/C Obligations or any other obligations under or in connection with the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andLoan Documents; (vii) other Liens securing Debt, provided that Debt of the Borrower and its Subsidiaries in an aggregate principal amount of such secured not to exceed at any time outstanding, together with any Debt shall not exceed 15incurred under Section 5.02(d)(x), 10% of Consolidated Net Tangible Assets; and (viii) the Consolidated net worth replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties, properties of any character whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanacquired except: (i) Permitted Liens,Liens created pursuant to the Security Documents; (ii) purchase money Permitted Encumbrances; (iii) Liens created, incurred, assumed or suffered to exist by the Borrower or any Broker-Dealer Subsidiary in the ordinary course of business upon assets owned by such Broker-Dealer Subsidiary or as to which such Broker-Dealer Subsidiary has rights to create Liens thereon or held for its account to secure liabilities or obligations, actual or contingent, incurred in the ordinary course of business, including Liens in favor of clearing houses, clearing brokers or other entities providing clearing services and borrowings collateralized by client assets in the ordinary course of business; (iv) [reserved]; (v) Liens in respect of Hedge Agreements entered into in the ordinary course of business and not for speculative purposes; (vi) Liens in favor of the Borrower and, with respect to Liens on property of any Subsidiary, Liens in favor of any wholly-owned Subsidiary of the Borrower; (vii) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary thereof or existing on any property or asset of any Person that becomes a Subsidiary of the Borrower prior to the time such Person becomes a Subsidiary of the Borrower; provided (1) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of the Borrower, (2) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary thereof (other than after acquired property that is affixed or incorporated into the property covered by such Lien) and (3) such Lien shall secure only those obligations which it secured on the date of such acquisition or the date such Person becomes a Subsidiary of the Borrower and any Debt or other obligations not prohibited hereunder extending the maturity of, or refunding or refinancing such obligations; (viii) Liens securing Debt permitted pursuant to Section 5.03(b)(xiv) upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition ; provided that (other than any 1) such Liens created in contemplation of such acquisition that were shall not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties property or assets of any character other than the real property or equipment being acquired financed and the proceeds and products and extensions thereof and (2) such Liens shall be created within 180 days of the acquisition of the related asset; provided further that in the event that purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed improvements thereon or accessions theretocapital assets, such Liens may secure all such purchase money obligations and no may apply to all such extension, renewal fixed or replacement shall extend to or cover any properties not theretofore subject capital assets financed by such Person; (ix) customary restrictions on transfers of assets contained in agreements related to the Lien being extendedsale by the Borrower or any of its Subsidiaries of such assets pending their sale, renewed or replaced,provided that such restrictions apply only to the assets to be sold and such sale is permitted hereunder; (iiix) the Liens existing on the Effective Date and (provided that any such Liens securing Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate for all such Liens shall be described on in Schedule 5.02(a) hereto,5.03(a)); (ivxi) [reserved]; (xii) Liens on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 5.03(g) to be applied against the purchase price for such Investment; (xiii) Liens on property of a Person existing at purportedly rented to, or leased by, the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor or becomes its Subsidiaries pursuant to a Subsidiary of the GuarantorPermitted Sale Leaseback; provided that such Liens were do not created in contemplation encumber any other property of the Borrower or its Subsidiaries; (xiv) [reserved]; (xv) [reserved]; and (xvi) the replacement, extension or renewal of any Lien permitted by clauses (vii), (viii) and (x) above upon or on the same property subject thereto arising out of the replacement, extension or renewal of the Debt secured thereby (to the extent such replacement, extension or renewal of such mergerDebt is not prohibited under Section 5.03(b)). Notwithstanding any other provision of this Section 5.03, consolidation (i) voluntary Liens on the following items with respect to the Borrower or acquisition and do any Broker-Dealer Subsidiary shall not extend be permitted by this Section 5.03(a): (w) any assets carried in or credited to an account for the exclusive benefit of customers of the Borrower or any of its Subsidiaries pursuant to Securities Exchange Act rule 15c3-3, (x) the right to receive back either (A) funds from a program bank to which funds had previously been transferred for credit to an account for the benefit of a customer of the Borrower or any of its Subsidiaries in connection with the Borrower’s or any of its Subsidiaries’ bank cash sweep program or (B) proceeds from the sale of money market funds, not otherwise included in the Reserve Formula, previously purchased for credit to a customer’s account at the Borrower or any of its Subsidiaries in connection with the Borrower’s or any of its Subsidiaries’ money market sweep program, in either the case of (A) or (B), in connection with funds advanced to a customer by the Borrower or any of its Subsidiaries to settle transactions in advance of the return of such funds or sale proceeds, as applicable (or, for the avoidance of doubt, in the case of this clause (x), Liens directly on any such funds or proceeds), (y) the right to any assets return of any funds, financial instruments or other collateral (or, for the avoidance of doubt, Liens directly on any such funds, financial instruments or collateral) provided to a clearing agency registered under the Securities Exchange Act to secure the Borrower’s or any of its Subsidiaries’ obligations to such clearing agency, other than those liens arising out of membership in any such clearing agency, and (z) any general intangibles associated with, or proceeds of, any of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, foregoing and (vii) no Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) Permitted Collateral Liens shall be permitted on or with respect to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeCollateral.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $25,000,000, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii)in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, (vi) Liens granted by Subsidiaries sales of accounts receivable arising in connection a transaction described in the Guarantor (other than proviso to the Borrowers) to secure Debt permitted by definition of "Debt" in Section 5.02(d)(iv)1.01, and (vii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties, properties of any character whether now owned or hereafter acquired, acquired or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcept: (ia) Liens created under the Loan Documents; (b) Permitted Liens,; (iic) purchase money Liens existing on the Closing Date and described on Schedule 7.1(c) hereto; (d) Liens upon or in any real property or equipment an asset acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business its Subsidiaries to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property or equipmentasset to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, foregoing; provided, however, that (i) such Liens shall be created not more than 180 days after the date of acquisition or completion of construction or improvement and (ii) no such Lien shall extend to or cover any properties of any character asset other than the real property asset being acquired, constructed or equipment being acquired improved and fixed improvements thereon or accessions theretoany attachments thereto and proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties asset not theretofore subject to the Lien being extended, renewed or replaced,; provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (d) shall not exceed the amount permitted under Section 7.2(e) at any time outstanding; (iiie) Liens arising in connection with Capitalized Leases permitted under Section 7.2(f); provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases; (f) Liens arising in connection with Debt permitted under Section 7.2(l); provided that no such Lien shall extend to or cover any assets other than the assets of the relevant borrowing entity; (g) the replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount (except by an amount equal to accrued and unpaid interest and premium thereon plus fees, original issue discount and expenses incurred in connection with such replacement, extension or renewal) or change in any direct or contingent obligor) of the Debt secured thereby; (h) Liens on assets of the Borrower or any of its Subsidiaries arising in connection with Sale and Leaseback Transactions permitted under Section 7.5(h); (i) Liens on assets that are the subject of, or are customarily subject to Liens relating to, Permitted Receivables Financings; (j) Liens existing on property at the Effective Date and described time of its acquisition or existing on Schedule 5.02(a) hereto, (iv) Liens on the property of a any Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the GuarantorBorrower, in each case after the Closing Date; provided that (A) such Liens were Lien was not created in contemplation of such mergeracquisition or such Person becoming a Subsidiary of the Borrower, consolidation or acquisition and do (B) such Lien does not extend to or cover any other assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor property (other than the Borrowers) proceeds or products thereof and other than after-acquired property to secure Debt permitted by Section 5.02(d)(ivthe extent included in the grant of such Lien), and (C) the Debt secured thereby is permitted under Section 7.2(p); (k) customary Liens and setoff rights securing obligations in respect of notional pooling cash management arrangements in the ordinary course of business; and (viil) other Liens not otherwise permitted by the foregoing clauses of this Section 7.1 securing Debt, provided that the an aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timetime outstanding not to exceed $75,000,000.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Subsidiaries to assignassign for security purposes, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii)on the property or assets of a Subsidiary of the Company that is a member of the FON Group which secure obligations and liabilities of such Subsidiary, (vi) other Liens granted by Subsidiaries securing Debt in an aggregate principal amount not to exceed at any time outstanding 2% of the Guarantor (other than sum of Consolidated Debt and Consolidated Net Worth of the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)Company and its Subsidiaries, and (vii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien described on Schedule 5.02 (a) upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted incurred by Section 5.02(d)(viithe Borrower or its Subsidiaries in connection with a financing based on accounts receivable (including any Receivables Securitization), (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding ten percent of Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome for security purposes, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment in each case created within 180 days of any such acquisition, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii)arising in connection with capital leases, (vi) Liens granted by Subsidiaries securing Debt arising in connection with the sale or financing of the Guarantor (other than the Borrowers) accounts receivable in an aggregate not to secure Debt permitted by Section 5.02(d)(iv), andexceed $300,000,000 at any time outstanding, (vii) other Liens securing DebtDebt which, provided that the together with Debt permitted under Section 5.02(d)(vi) below, does not exceed an aggregate principal amount of such secured Debt shall not exceed 15% $300,000,000 at any time outstanding, and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) (x) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt (including, without limitation, Capitalized Leases) incurred solely for the purpose of financing the acquisition or improvement of such property or equipmentproperty, or (y) Liens existing on such property or equipment at the time of its acquisition or improvement (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyor improvement) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no -------- ------- such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoimproved (except to the extent that construction financing may result in an encumbrance on the underlying fee or leasehold), and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the -------- ------- aggregate principal amount of the Debt secured by the Liens referred to in subclause (x) of this clause (ii) shall not exceed at any time outstanding $200,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred), (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto), (iv) other Liens on securing Debt and other monetary obligations outstanding in an aggregate principal amount not to exceed $25,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred), (v) Liens upon or in any property of any Person that becomes a Person Subsidiary of the Borrower after the date hereof that are existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that Borrower (other than any such Liens were not Lien created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those Person becoming a Subsidiary of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(viiBorrower), (vi) Liens granted on accounts receivable and other related assets arising solely in connection with the sale or other disposition of such accounts receivable in the ordinary course of business (including Liens in connection with securitization programs), (vii) the replacement, extension or renewal of any Lien permitted by Subsidiaries clauses (ii), (iii), (iv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor Debt secured thereby, (other than viii) Liens on the Borrowersassets of a Subsidiary of the Borrower securing the obligations of such Subsidiary to the Borrower or to another Subsidiary of the Borrower, (ix) Liens on machinery and equipment of the Borrower located in the State of Connecticut to secure Debt permitted by Section 5.02(d)(iv)performance of the Borrower's grant obligations owing to the State of Connecticut or any political subdivision thereof in an aggregate principal amount not to exceed $2,500,000 from the date hereof, (x) Liens in respect of goods consigned to the Borrower or any of its Subsidiaries in the ordinary course of business, including, without limitation, goods which are the subject of tolling agreements or manufacturing and servicing agreements to which the Borrower or any of its Subsidiaries is a party; provided that such Liens are limited -------- to the goods so consigned and the goods which are the subject of such agreements, and (viixi) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% consisting of the Consolidated net worth lease by the Borrower of the Guarantor and all or a portion of its Subsidiaries at any timeStamford, Connecticut property to a third party.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (and fixed improvements thereon any accessions or accessions additions thereto, and proceeds thereof), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed the amount specified therefor in Section 5.02(d)(iii) at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, , (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries assignments of the Guarantor (other than the Borrowers) right to secure Debt permitted by Section 5.02(d)(iv)receive income or Liens that arise in connection with receivables securitization programs, and (vii) other Liens securing Debt, provided that the in an aggregate principal amount of such secured Debt shall not to exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries amount specified therefor in Section 5.02(d)(vi) at any time.time outstanding (for purposes of this clause (v), the “principal amount” of a receivables securitization program shall mean the Invested Amount),

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties and assets, whether now owned or hereafter acquired, or assignassign as security, or permit any of its Subsidiaries to assignassign as security, any right to receive incomeincome therefrom, other than: (i) Permitted Liens,; (ii) Liens existing or contemplated on the date of this Agreement and described on Schedule 5.02(a) hereto; (iii) purchase money Liens upon or in any real property one or equipment more tangible assets acquired or held by the Guarantor any Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment tangible assets or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such tangible assets so long as such Liens are incurred within 90 days of the date of acquisition of such property or equipmenttangible assets, or Liens existing on any such property or equipment tangible asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, tangible assets); provided, however, that no such Lien shall extend to or cover any properties property or assets of any character other than the real property tangible assets being acquired, constructed or equipment being acquired improved; and fixed improvements thereon or accessions thereto, and no provided further that any Indebtedness secured by such extension, renewal or replacement Liens shall extend to or cover any properties not theretofore subject to otherwise be permitted under the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,terms of this Agreement; (iv) Liens on property and assets of a Person existing at the time such Person is merged into or consolidated with the Guarantor any Borrower or any Subsidiary of the Guarantor its Subsidiaries or becomes a Subsidiary of the Guarantorany Borrower; provided that any such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover (A) any property or assets other than those the property and assets of the Person so being merged into or consolidated with the Guarantor such Borrower or such Subsidiary or being acquired by the Guarantor such Borrower or such Subsidiary,, as the case may be, or (B) any obligations of any Person other than those obligations that were secured by such property and assets at the time of such merger, consolidation or acquisition; and provided further that any Indebtedness secured by such Liens shall otherwise be permitted under the terms of this Agreement; (v) Liens on any property or assets of any Subsidiary of the Company securing Debt permitted by Section 5.02(d)(vii),Indebtedness owed to the Company or any of its other Subsidiaries; (vi) Liens granted by Subsidiaries securing reimbursement obligations under commercial letters of credit incurred in the Guarantor (other than ordinary course of business; provided that any such Liens shall cover only the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)goods, andor documents of title evidencing goods, that are purchased in the transaction for which such letter of credit was issued and the products and proceeds thereof; (vii) Liens arising out of judgments or awards that do not constitute an Event of Default under Section 6.01(f) or 6.01(g) and in respect of which any Borrower or any of its Subsidiaries subject thereto shall be prosecuting an appeal or proceedings for review in good faith and, pending such appeal or proceedings, shall have secured a subsisting stay of execution within 30 days of such judgment or award and shall be maintaining appropriate reserves, in accordance with generally accepted accounting principles in effect from time to time, with respect to any such judgment or award; (viii) Liens on cash, certificates of deposit or other similar bank obligations securing Indebtedness (which Indebtedness may be in a different currency from such cash, certificates of deposit or other bank obligations) in an amount substantially equal in value (determined at the time such Lien is created) to such cash, certificates of deposit or other bank obligations, as the case may be; (ix) Environmental Liens securing Debt, provided that the damages and liabilities not to exceed an aggregate principal amount of such secured Debt shall not exceed 15% of $40,000,000 (or the Consolidated net worth of equivalent thereof in one or more foreign currencies) for the Guarantor Company and its Subsidiaries at any time; (x) Liens not otherwise permitted under this Section 5.02(a) securing obligations in an aggregate amount not to exceed $150,000,000 (or the equivalent thereof in one or more foreign currencies) for the Company and its Subsidiaries at any time; and (xi) the extension, renewal, replacement or refinancing of any Lien otherwise permitted under any of clauses (ii) through (iv) of this Section 5.02 (a) upon or in the same property and assets theretofore subject thereto; provided that no such extension, renewal, replacement or refinancing shall extend to or cover any property not theretofore subject to the Lien being extended, renewed, replaced or refinanced; and provided further that (A) any obligation secured by such Liens shall otherwise be permitted under the terms of this Agreement and (B) both immediately before and immediately after giving effect to such Lien, no Default shall have occurred and be continuing.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanacquired except: (i) Permitted Liens,Liens created under the Credit Documents; (ii) purchase money Permitted Encumbrances; (iii) Liens upon created, incurred, assumed or in suffered to exist by any real property or equipment acquired or held by the Guarantor or any Broker-Dealer Subsidiary in the ordinary course of business upon assets owned by such Broker-Dealer Subsidiary or as to which such Broker-Dealer Subsidiary has rights to create Liens thereon or held for its account to secure liabilities or obligations, actual or contingent, incurred in the purchase price ordinary course of such property business, including Liens in favor of clearing houses, clearing brokers or equipment or to secure Debt incurred solely for other entities providing clearing services and borrowings collateralized by client assets in the purpose ordinary course of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,business; (iv) Liens on property securing Debt and other liabilities of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of its Subsidiaries in an aggregate outstanding amount not to exceed at any time (x) 15% of shareholders’ equity of the Guarantor or becomes a Subsidiary Borrower determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of the Guarantor; provided that Borrower and its Subsidiaries delivered pursuant to Section 5.03(b) or (c), minus (y) the aggregate principal amount of any Debt (other than Debt secured by such Liens were not created in contemplation permitted under this clause (iv)) of any such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary,Subsidiaries then outstanding under Section 5.02(b)(xv); (v) Liens securing Debt permitted and other liabilities of the Borrower or any of its Subsidiaries to finance the construction or acquisition of real estate or any refinancing thereof; provided that (i) such Liens do not at any time encumber any property other than the property financed by Section 5.02(d)(viisuch Debt or other liabilities (and proceeds thereof and accessions and after-acquired property affixed or incorporated into the property covered by such Lien),, (ii) such Liens shall be created on or prior to or within 90 days following the date of completion of such construction or acquisition of such real estate and (ii) the amount of Debt or other liabilities secured thereby in any refinancing is not increased (other than by an amount not in excess of fees and expenses, including premiums, associated therewith); (vi) Liens granted by Subsidiaries in respect of Hedge Agreements entered into in the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andordinary course of business and not for speculative purposes; (vii) Liens in favor of the Borrower or any wholly-owned Subsidiary of the Borrower; (viii) Liens 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 prior to the time such Person becomes a Subsidiary; provided (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, (ii) such Lien shall not apply to any other Liens securing Debt, provided that property or assets of the aggregate principal amount Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secured on the date of such secured acquisition or the date such Person becomes a Subsidiary, and any Debt shall not exceed 15% of prohibited hereunder extending the Consolidated net worth of the Guarantor and its Subsidiaries at any timematurity of, or refunding or refinancing such obligations.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business its Subsidiaries to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or improvement of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoimproved (except to the extent that construction financing may result in an encumbrance on the underlying fee or leasehold), and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $200,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) other Liens (A) securing Debt permitted by Section 5.02(d)(viiin an aggregate principal amount not to exceed $50,000,000 at any time outstanding, or (B) that arise in connection with receivables securitization programs, in an aggregate principal amount not to exceed $150,000,000 at any time outstanding (for purposes of this clause (B), the "principal amount" of a receivables securitization program shall mean the Invested Amount), (vi) Liens granted by in respect of goods consigned to the Company or any of its Subsidiaries in the ordinary course of business, including, without limitation, goods which are the Guarantor (other than subject of tolling agreements or manufacturing and servicing agreements to which the Borrowers) Company or any of its Subsidiaries is a party; provided that such Liens are limited to secure Debt permitted by Section 5.02(d)(iv), andthe goods so consigned and the goods which are the subject of such agreements, (vii) other Liens securing Debt, provided that Debt owed to the aggregate principal amount of such secured Debt shall not exceed 15% Company or to a wholly owned Subsidiary of the Consolidated net worth Company; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed the amount specified therefor in Section 5.02(d)(iii) at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) other Liens securing Debt permitted by in an aggregate principal amount not to exceed the amount specified therefor in Section 5.02(d)(vii),5.02(d)(iv) at any time outstanding, and (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred prior to, at the time of or within 180 days after the acquisition thereof solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $150,000,000, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted which secure indebtedness owing by Section 5.02(d)(vii)a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower, (vi) Liens granted existing on property acquired by the Borrower or any of its Subsidiaries through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business, (vii) Liens incurred in connection with receivables securitization transactions undertaken in the ordinary course of business, (viii) other Liens securing Debt in an aggregate principal amount not to exceed $250,000,000 at any time outstanding, (ix) any Lien arising out of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)L/C Cash Deposit Account, and (viix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create No Loan Party shall create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such real property or equipment, or Liens existing on such real property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such real property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced,, provided further that the aggregate principal amount of the indebtedness secured by the Lien referred to in this paragraph (ii) shall not exceed $250,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property assets of a Person (including the Persons acquired in connection with the Palate Transactions and the Neptune Transactions) existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary,; (iv) other Liens securing Debt or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $500,000,000 (or its equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets; (v) Liens securing Debt the replacement, extension or renewal of any Lien permitted by Section 5.02(d)(vii),paragraph (iii) above, provided that such replacement, extension or renewal shall not extend to or cover any assets not subject to the Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount of the Debt secured thereby shall not increase as a result of such replacement, extension or renewal; (vi) any Liens granted by Subsidiaries or pledges for the benefit of the Guarantor (other than Company or any of its Subsidiaries arising by reason of deposits to qualify the Borrowers) Company or any of its Subsidiaries to secure Debt permitted by Section 5.02(d)(iv), andmaintain self-insurance; (vii) any Lien with respect to judgments and attachments that do not result in an Event of Default; (viii) Liens or assignments of accounts receivable arising in the ordinary course of business under supply chain financing arrangements; (ix) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a); and (x) any Liens securing Debt, provided that arising in connection with customary escrow arrangements with Lenders and other financing sources or any Agent with respect to Debt to fund the aggregate principal amount of such secured Debt shall not exceed 15% Neptune Transactions pending consummation of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeNeptune Transactions.

Liens, Etc. Create or suffer to exist, or permit any of its ----------- Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Subsidiaries to assignassign for security purposes, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no -------- ------- such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such -------- merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii)on the property or assets of a Subsidiary of the Company that is a member of the FON Group which secure obligations and liabilities of such Subsidiary, (vi) other Liens granted by Subsidiaries securing Debt in an aggregate principal amount not to exceed at any time outstanding 2% of the Guarantor (other than sum of Consolidated Debt and Consolidated Net Worth of the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)Company and its Subsidiaries, and (vii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien described on Schedule 5.02 (a) upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property or equipmentequipment and related expenses, or Liens existing on such any property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii)on cash collateral or government securities to secure obligations under Hedge Agreements and letters of credit, provided that the aggregate value of any collateral so pledged does not exceed $25,000,000 in the aggregate at any time, (vi) Liens granted by Subsidiaries assignments of the Guarantor (other than right to receive income effected as a part of the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andsale of a business unit or for collection purposes, (vii) other Liens securing Debt, provided that the Debt in an aggregate principal amount not to exceed the amount specified in Section 5.02(d)(vi) at any time outstanding, and (viii) the replacement, extension or renewal of such secured Debt shall not exceed 15% any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment (including any accessions, additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits) acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired or held (and fixed any accessions, addition, parts, replacements, fixtures, improvements thereon or accessions theretoand attachments thereto and the proceeds thereof, and customary cash security deposits), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedreplaced (and any accessions, additions, parts, replacements, fixtures, improvements and attachments thereto and the proceeds thereof, and customary cash security deposits), (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) heretoDate, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person (and its Subsidiaries) so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by in an aggregate principal amount or other obligations in an amount not to exceed, together with Debt incurred under Section 5.02(d)(vii5.02(e)(iv), $50,000,000 at any time outstanding, (vi) Liens granted by Subsidiaries statutory, common law or customary contractual liens of the Guarantor depository institutions or institutions holding securities accounts (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(ivincluding rights of set-off or similar rights or remedies), and, (vii) Liens to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, contracts for the purchase of property, performance and return-of-money bonds, and other similar obligations, (viii) any interest or title of a lessor or sublessor under any lease of real estate, (ix) Liens on cxxx xxxxxxx money deposits or escrow deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement, (x) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business, (xi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (xii) licenses and sublicenses of patents, trademarks, copyrights and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business, (xiii) Liens securing Debt, judgments or orders not constituting an Event of Default under Section 6.01(f), (xiv) Liens on property (and the proceeds thereof) at the time acquired by the Borrower or any of its Subsidiaries; provided that such Lien does not extend to any other property of the aggregate principal amount Borrower or any of such secured Debt its Subsidiaries; provided further that the Lien shall not exceed 15% have been created in anticipation of or in connection with such transaction or series of transactions pursuant to which such property was acquired by the Borrower or any of its Subsidiaries, (xv) leases or subleases granted to others in the ordinary course of business which do not interfere in any material respect with the business operations of the Consolidated net worth Borrower and its Subsidiaries, taken as a whole, (xvi) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement, (xvii) Liens, if any, arising under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (xviii) deposits as security for contested taxes or contested import or customs duties; and (xix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (and fixed improvements thereon or accessions theretorelated property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, providedfurther that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $50,000,000, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on (or assignments of) property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Material Subsidiary of the Guarantor Borrower or becomes a Material Subsidiary of the GuarantorBorrower; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens or assignments securing Debt permitted by Section 5.02(d)(vii)and other obligations in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, (vi) Liens granted or assignments arising in connection with a Permitted Receivables Financing, (vii) the replacement, extension or renewal of any Lien or assignment permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (Debt or other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)obligation secured thereby, and (viiviii) other Liens securing Debt, provided that the aggregate principal amount on proceeds of such secured Debt shall not exceed 15% any of the Consolidated net worth assets permitted to be the subject of the Guarantor and its Subsidiaries at any timeLien or assignment permitted by this Section 5.02(a).

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Rayonier or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Rayonier or any Subsidiary of the Guarantor its Subsidiaries or becomes a Subsidiary of the GuarantorRayonier; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Rayonier or such Subsidiary or acquired by the Guarantor Rayonier or such Subsidiary, , (viv) the Liens securing Debt permitted by Section 5.02(d)(viidescribed on Schedule 5.03(b), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $50,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, and (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii)in an aggregate principal amount not to exceed at any time outstanding an amount equal to 10% of Consolidated Tangible Assets of the Borrower and its Subsidiaries taken as a whole, (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) arising from judgments, decrees or attachments and Liens securing appeal bonds arising from judgments in an aggregate amount not to secure Debt permitted by Section 5.02(d)(iv), andexceed $100,000,000; (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% and assignments of the Consolidated net worth right to receive income in respect of securitizations of accounts receivable in an Invested Amount not to exceed $175,000,000 at any time outstanding; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) Liens securing obligations under Capital Leases; (iii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,; (iiiiv) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,5.02 (iva) Existing Liens hereto; (v) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower and Liens on assets existing at the time such assets are acquired by the Borrower or any Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii),; (vi) Liens granted by Subsidiaries of securing any Advances, L/C Obligations or any other obligations under or in connection with the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andLoan Documents; (vii) other Liens securing Debt, provided that Debt of the Borrower and its Subsidiaries in an aggregate principal amount of such secured not to exceed at any time outstanding, together with any Debt shall not exceed 15incurred under Section 5.02(d)(x), 10% of Consolidated Net Tangible Assets; and (viii) the Consolidated net worth replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (ia) Permitted Liens,; (iib) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (b) shall not exceed the amount specified therefor in Section 6.04(c) at any time outstanding; (iiic) the Liens existing on as of the Effective Date date hereof and described on Schedule 5.02(a) 6.01 hereto,; (ivd) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary,; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens securing Debt, provided that the Debt in an aggregate principal amount not to exceed the amount specified therefor in Section 6.04(d) at any time outstanding; and (f) the replacement, extension or renewal of such secured Debt shall not exceed 15% any Lien permitted by clauses (c) or (d) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create The Borrower will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanin each case to secure or provide for the payment of any Debt of any Person, unless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted: (i) Permitted Liens,Liens on assets of any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary); (ii) Liens on accounts receivable resulting from the sale of such accounts receivable by the Borrower or a Subsidiary of the Borrower, so long as, at any time, the aggregate outstanding amount of cash advanced to the Borrower or such Subsidiary, as the case may be, and attributable to the sale of such accounts receivable does not exceed $300,000,000; (iii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition acquisition); and the interest of the lessor thereof in any property that were not is subject to a Capital Lease; (iv) any Lien securing Debt that was incurred prior to finance or during construction or improvement of property for the acquisition purpose of financing all or part of the cost of such propertyconstruction or improvement, provided that the amount of Debt secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or improvement; (v) any Lien securing Debt of a Subsidiary owing to the Borrower; (vi) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (i), (iii) and (iv) above so long as (x) the aggregate principal amount of the foregoing for the same such Debt shall not increase as a result of such extension, renewal or a lesser amount, provided, however, that no such Lien shall extend to or cover replacement and (y) Liens resulting from any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to only such property which secured the Lien Debt that is being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) Liens other than Liens described in clauses (i) through (vi) hereof, whether now existing or hereafter arising, securing Debt, provided that the Debt in an aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeexceeding $50,000,000.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and, (vii) any assignment of accounts receivable (A) by and among the Guarantor and its Subsidiaries or (B) pursuant to non-recourse factoring or similar arrangements or otherwise in an aggregate amount not to exceed in any fiscal year the greater of $500,000,000 (measured as the face value of such accounts receivable at the time of assignment) and 10.0% of the consolidated accounts receivable of the Guarantor and its Subsidiaries as reflected in the consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as of the end of the fiscal year of the Guarantor most recently ended prior to such assignment for which financial statements have been delivered pursuant to Section 5.01(h)(ii); and (viii) (A) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other Liens securing Debt, provided that obligations in an aggregate amount at any time outstanding plus (B) the aggregate principal amount face value at the time of assignment of such secured Debt shall accounts receivable assigned, the assignment of which is not otherwise permitted by the foregoing clauses of this Section, in an aggregate amount not to exceed (1) 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at as set forth in the Guarantor’s most recent financial statements delivered pursuant to Section 5.01(h)(i) minus (2) without duplication of any timeDebt secured in accordance with this clause (viii), Debt incurred in accordance with Section 5.02(d)(x).

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment assets acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, improvement or construction of such property assets (including any Liens placed on such assets within 180 days after the latest of the acquisition, completion of construction or equipmentimprovement of such assets), or Liens existing on such property or equipment assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property assets being acquired, improved or equipment being acquired and fixed improvements thereon or accessions thereto, constructed and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described date hereof securing Debt (other than Debt in respect of capital leases) outstanding on Schedule 5.02(a) heretothe date hereof in an aggregate amount not exceeding $50,000,000, (iv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) Liens securing Debt permitted owing by Section 5.02(d)(vii)any Subsidiary of the Company to the Company, (vi) Liens granted by securing Debt of Subsidiaries of the Guarantor (Company organized under the laws of any country other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andUnited States of America or a State thereof, (vii) Liens created under any capital lease on the assets that are the subject of such lease, (viii) Liens arising out of the L/C Cash Deposit Account or any Liens securing obligations under this Agreement, (ix) Liens securing Debt permitted to be incurred by Section 5.02(d)(viii); (x) other Liens securing Debt, provided that the Debt in an aggregate principal amount of such secured Debt shall not to exceed 15% the amount specified therefor in Section 5.02(d)(ix) at any time outstanding, (xi) assignments of the Consolidated right to receive income and Liens that arise in connection with limited recourse or non-recourse sales, transfers or other dispositions of accounts receivable (together with related rights of collection or credit enhancements thereof) in an aggregate amount not to exceed $500,000,000 at any time outstanding, (xii) Liens securing obligations in respect of Hedge Agreements in a net worth aggregate amount not to exceed $300,000,000 at any time outstanding; and (xiii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto, so long as the principal amount of Debt secured by any such Lien is not increased in connection with any such replacement, extension or renewal of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) (A) Purchase money liens or purchase money Liens security interests upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property property, (B) liens consisting of the interests of lessors under Capitalized Leases and (C) liens not otherwise described above in this Section 5.02(a); provided, that the aggregate capitalized amount of Debt incurred pursuant to such Capitalized Leases, plus the aggregate principal amount of the indebtedness or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of obligations secured by any of the foregoing for liens described in this clause (ii) (or, if greater, the same or a lesser amount, provided, however, book value of the assets that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore are subject to the Lien being extended, renewed or replaced,such liens) shall not exceed $75,000,000 at any time outstanding; and (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower or the property is acquired by the Borrower or any Subsidiary; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii5.02(d),; and (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (ii), (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary of the Company in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) Liens securing Debt permitted incurred by Section 5.02(d)(viithe Company or its Subsidiaries in connection with a financing or similar transaction based on accounts receivable (including any Receivables Securitization), (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding ten percent of Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to existPanhandle will not, or and will not permit any of its Subsidiaries to create to, create, incur, assume or suffer to exist, exist any Lien on or with respect to any of its properties, whether now owned or hereafter acquiredProperty, or assignsign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names Panhandle or permit any of its Subsidiaries as debtor, or sign or suffer to assignexist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, other thanexcept: (ia) Permitted Liens,Liens for Panhandle and its Subsidiaries; (iib) Liens existing on the date hereof and any replacement, extension or renewal of the indebtedness secured by such Lien, provided that the amount of Debt or other obligations secured thereby is not increased and is not secured by any additional assets; and (c) Liens arising in connection with Capitalized Leases, provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases, and purchase money Liens upon or in any real property property, equipment or equipment other fixed or capital assets acquired or held by the Guarantor Panhandle or any Subsidiary in the ordinary course of business its Subsidiaries to secure the purchase price of such property property, equipment or equipment other fixed or capital assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property property, equipment or equipmentother fixed or capital assets, or Liens existing on any such property property, equipment or equipment other fixed or capital assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, amount (provided that no such Lien shall extend to or cover any properties of any character property other than the real property property, equipment or equipment other fixed or capital assets being acquired and fixed improvements thereon acquired, constructed or accessions theretoimproved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor); provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such the Debt secured Debt by Liens permitted by this clause (c) shall not exceed 15$50,000,000 at any time outstanding; provided that Panhandle or any of its Subsidiaries may create or assume any other Lien securing Debt if, after giving effect to such Debt, the Priority Obligations Amount does not exceed 10% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeNet Tangible Assets.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business its Subsidiaries to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or improvement of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoimproved (except to the extent that construction financing may result in an encumbrance on the underlying fee or leasehold), and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $200,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) other Liens (A) securing Debt permitted by Section 5.02(d)(viiin an aggregate principal amount not to exceed at any time outstanding an amount equal to 15% of the Company’s Consolidated Net Worth, or (B) that arise in connection with receivables securitization programs, in an aggregate principal amount not to exceed $175,000,000 at any time outstanding (for purposes of this clause (B), the “principal amount” of a receivables securitization program shall mean the Invested Amount), (vi) Liens granted by in respect of goods consigned to the Company or any of its Subsidiaries in the ordinary course of business, including, without limitation, goods which are the subject of tolling agreements or manufacturing and servicing agreements to which the Company or any of its Subsidiaries is a party; provided that such Liens are limited to the goods so consigned and the goods which are the subject of such agreements, (vii) Liens securing Debt owed to the Company or to a wholly owned Subsidiary of the Guarantor Company; (other than viii) Liens on Cash Collateral provided under the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)terms of this Agreement, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) (A) Purchase money liens or purchase money Liens security interests upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property property, (B) liens consisting of the interests of lessors under Capitalized Leases and (C) liens not otherwise described above in this Section 5.02(a); provided, that the aggregate capitalized amount of Debt incurred pursuant to such Capitalized Leases, plus the aggregate principal amount of the indebtedness or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of obligations secured by any of the foregoing for liens described in this clause (ii) (or, if greater, the same or a lesser amount, provided, however, book value of the assets that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore are subject to the Lien being extended, renewed or replaced,such liens) shall not exceed $75,000,000 at any time outstanding; and (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower or the property is acquired by the Borrower or any Subsidiary; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii5.02(d),; (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (ii), (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andsecured thereby; (vii) other Liens securing Debt, on cash collateral provided that under the aggregate principal amount terms of such secured Debt shall not exceed 15% this Agreement; and (viii) any Liens on cash balances of accounts maintained by the Borrower or any of its Subsidiaries organized outside of the Consolidated net worth United States with Bank Mendes Xxxx nv pursuant to the Cash Pooling Agreement dated July 9, 2003, as may be amended from time to time, or on cash balances of accounts maintained by the Borrower or any of its Subsidiaries organized outside of the Guarantor and its Subsidiaries at any timeUnited States with other lending institutions under substantially similar arrangements.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties and assets, whether now owned or hereafter acquired, or assignassign as security, or permit any of its Subsidiaries to assignassign as security, any right to receive incomeincome therefrom, other than: (i) Permitted Liens,; (ii) Liens existing or contemplated on the date of this Agreement and described on Schedule 5.02(a) hereto; (iii) purchase money Liens upon or in any real property one or equipment more tangible assets acquired or held by the Guarantor any Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment tangible assets or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such tangible assets so long as such Liens are incurred within 90 days of the date of acquisition of such property or equipmenttangible assets, or Liens existing on any such property or equipment tangible asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, tangible assets); provided, however, that no such Lien shall extend to or cover any properties property or assets of any character other than the real property tangible assets being acquired, constructed or equipment being acquired improved; and fixed improvements thereon or accessions thereto, and no provided further that any Indebtedness secured by such extension, renewal or replacement Liens shall extend to or cover any properties not theretofore subject to otherwise be permitted under the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,terms of this Agreement; (iv) Liens on property and assets of a Person existing at the time such Person is merged into or consolidated with the Guarantor any Borrower or any Subsidiary of the Guarantor its Subsidiaries or becomes a Subsidiary of the Guarantorany Borrower; provided that any such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover (A) any property or assets other than those the property and assets of the Person so being merged into or consolidated with the Guarantor such Borrower or such Subsidiary or being acquired by the Guarantor such Borrower or such Subsidiary,, as the case may be, or (B) any obligations of any Person other than those obligations that were secured by such property and assets at the time of such merger, consolidation or acquisition; and provided further that any Indebtedness secured by such Liens shall otherwise be permitted under the terms of this Agreement; (v) Liens on any property or assets of any Subsidiary of the Company securing Debt permitted by Section 5.02(d)(vii),Indebtedness owed to the Company or any of its other Subsidiaries; (vi) Liens granted by Subsidiaries securing reimbursement obligations under commercial letters of credit incurred in the Guarantor (other than ordinary course of business; provided that any such Liens shall cover only the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)goods, andor documents of title evidencing goods, that are purchased in the transaction for which such letter of credit was issued and the products and proceeds thereof; (vii) other Liens securing Debtarising out of judgments or awards that do not constitute an Event of Default under Section 6.01(f) or 6.01(g) and in respect of which any Borrower or any of its Subsidiaries subject thereto shall be prosecuting an appeal or proceedings for review in good faith and, provided that the aggregate principal amount pending such appeal or proceedings, shall have secured a subsisting stay of execution within 30 days of such secured Debt judgment or award and shall be maintaining appropriate reserves, in accordance with generally accepted accounting principles in effect from time to time, with respect to any such judgment or award; (viii) Liens on cash, certificates of deposit or other similar bank obligations securing Indebtedness (which Indebtedness may be in a different currency from such cash, certificates of deposit or other bank obligations) in an amount substantially equal in value (determined at the time such Lien is created) to such cash, certificates of deposit or other bank obligations, as the case may be; (ix) Liens not otherwise permitted under this Section 5.02(a) securing obligations in an aggregate amount not to exceed 15% of $300,000,000 (or the Consolidated net worth of equivalent thereof in one or more foreign currencies) for the Guarantor Company and its Subsidiaries at any time.; and (x) the extension, renewal, replacement or refinancing of any Lien otherwise permitted under any of clauses (ii) through (iv) of this Section 5.02(a) upon or in the same property and assets theretofore subject thereto; provided that no such extension, renewal, replacement or refinancing shall extend to or cover any property not theretofore subject to the Lien being extended, renewed, replaced or refinanced; and provided further that (A) any obligation secured by such Liens shall otherwise be permitted under the terms of this Agreement and

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (ia) Permitted Liens,; (iib) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (b) shall not exceed the amount specified therefor in Section 6.04(c) at any time outstanding; (iiic) the Liens existing on the Effective Date and described on Schedule 5.02(a) 6.01 hereto,; (ivd) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of DMEAST #17134304 v10 36 the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary,; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens securing Debt, provided that the Debt in an aggregate principal amount not to exceed the amount specified therefor in Section 6.04(d) at any time outstanding; and (f) the replacement, extension or renewal of such secured Debt shall not exceed 15% any Lien permitted by clauses (c) or (d) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome (except by a Subsidiary in favor of the Borrower or any of its Subsidiaries), other than: (i) Permitted Liens, (ii) purchase money Liens (including capital leases) upon or in any real or personal property (tangible or equipment intangible) acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property being acquired, constructed or equipment being acquired improved and fixed improvements thereon or accessions thereto, the proceeds thereof and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,replaced and the proceeds thereof, provided, further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed 100% of the fair market value of property so acquired at the time of acquisition. (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower or on assets acquired by the Borrower or any Subsidiary of the Borrower existing at the time that such assets are acquired; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, and proceeds thereof, (v) possessory rights of customers of the Borrower and its Subsidiaries in Equipment for Resale arising under leases, bailment arrangements and rental agreements entered into in the ordinary course of business of the Borrower or such Subsidiary, (vvi) Liens upon specific items of Inventory and the proceeds thereof securing the obligations of the Borrower or any of its Subsidiaries in respect of bankers’ acceptances issued or created for the account of the Borrower or such Subsidiary to facilitate the purchase, shipment or storage of such Inventory, (vii) Liens arising in connection with trade letters of credit issued to secure the purchase of Inventory in the ordinary course of business of the Borrower and its Subsidiaries, provided that such Liens shall cover only the documents in respect of which such letters of credit were issued, the goods covered thereby and the insurance proceeds of such goods, (viii) Liens arising out of judgments or awards (other than any judgment described in Section 6.01(f) or (g) hereof and constituting an Event of Default thereunder) in respect of which, within 30 days after the imposition thereof, the Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided it shall have set aside on its books adequate reserves, in accordance with GAAP, with respect to such judgment or award, (ix) security and other deposits made by the Borrower or any Subsidiary of the Borrower under the terms of any lease or sublease of property entered into by the Borrower or any such Subsidiary in the ordinary course of business, (x) voluntary Liens in favor of the PBGC arising in connection with any insufficiency resulting from the actions of, and with respect to any Plan of the Borrower or any ERISA Affiliate, securing obligations not exceeding $75,000,000, (xi) other Liens securing Debt permitted by Section 5.02(d)(vii)in an aggregate principal amount not to exceed $75,000,000 at any time outstanding, (vixii) Liens granted sales or discounts in the ordinary course of business by Subsidiaries the Borrower or any Subsidiary of the Guarantor (Borrower of customer leases or other receivables for cash in an amount not less than the Borrowers) to secure Debt permitted by Section 5.02(d)(ivfair market value thereof (after taking into account customary reserves for losses, yield protection, fees and similar matters), and (viixiii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount by more than the sum of such secured Debt shall not exceed 15% accrued and unpaid interest and normal and customary prepayment penalties or premiums, costs, fees and expenses payable in connection therewith or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens on accounts receivable (and in property securing Debt permitted by Section 5.02(d)(vii)or otherwise supporting such accounts receivable together with proceeds thereof) of the Borrower and its Subsidiaries in connection with a Receivables Securitization, (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding five percent of Consolidated Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) capital leases and purchase money Liens upon or in any real or personal property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) assignments of the right to receive income or Liens securing Debt in connection with any Permitted Receivables Financing, to the extent permitted by under Section 5.02(d)(vii5.02(d)(iv), (vi) Liens licenses, leases or subleases granted by Subsidiaries to other Persons in the ordinary course of business not materially interfering with the conduct of the Guarantor (other than business of the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andBorrower and its Subsidiaries taken as a whole, (vii) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any of its Subsidiaries (other than a Receivables Subsidiary) in the ordinary course of business, (viii) Liens securing Debtarising out of judgments or awards in circumstances not constituting an Event of Default under Section 6.01 in respect of which the Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings, provided that the aggregate principal amount of all such secured Debt judgments or awards does not exceed $25,000,000 at any time outstanding, (ix) statutory, contractual and common law landlords’ liens under leases or subleases permitted by this Agreement, (x) Liens (other than any Lien imposed by ERISA) (x) to secure the performance of tenders, statutory obligations (other than excise taxes), surety, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers, provided that the aggregate amount of deposits at any time pursuant to sub-clauses (x) and (y) shall not exceed 15% $15,000,000 in the aggregate, (xi) any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement, (xii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business (excluding any general inventory financing), (xiii) other Liens securing Debt (whether incurred by the Borrower or any of its Subsidiaries) in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, and (xiv) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than: (ia) Permitted Liens,; (iib) purchase money Liens upon or in any real property Property or equipment goods acquired or held by any of the Guarantor Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyProperty) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquired (and fixed improvements thereon or accessions theretorelated Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, further that the aggregate principal amount of the Indebtedness secured by the Liens referred to in this clause (b) shall not exceed $100,000,000 (for the purposes of this Section 6.2.2(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.2(c) hereto,; (ivd) Liens on property (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Guarantor Companies or any Material Subsidiary of any of the Guarantor Companies or becomes a Material Subsidiary of any of the GuarantorCompanies; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Guarantor Companies or such Subsidiary or acquired by any of the Guarantor Companies or such Subsidiary,; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens or assignments securing Debt, provided that the Indebtedness and other obligations in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (f) Liens (A) consisting of such sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (c) or (d) above upon or in the same Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness or other obligation secured Debt shall thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not exceed 15in excess of 5% of the Consolidated net worth shareholders’ equity of Harley as shown on the most recent annual Consolidated financial statements of Harley; and (i) Liens on proceeds of any of the Guarantor and its Subsidiaries at assets permitted to be the subject of any timeLien or assignment permitted by this Section 6.2.2.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) (x) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt (including, without limitation, Capitalized Leases) incurred solely for the purpose of financing the acquisition or improvement of such property or equipmentproperty, or (y) Liens existing on such property or equipment at the time of its acquisition or improvement (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyor improvement) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoimproved (except to the extent that construction financing may result in an encumbrance on the underlying fee or leasehold), and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the Debt secured by the Liens referred to in subclause (x) of this clause (ii) shall not exceed at any time outstanding $200,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred), (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto), (iv) other Liens on securing Debt and other monetary obligations outstanding in an aggregate principal amount not to exceed $25,000,000 (or the equivalent thereof in any Foreign Currency, determined as of the date such Debt is issued or incurred), (v) Liens upon or in any property of any Person that becomes a Person Subsidiary of the Borrower after the date hereof that are existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that Borrower (other than any such Liens were not Lien created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those Person becoming a Subsidiary of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(viiBorrower), (vi) Liens granted on accounts receivable and other related assets arising solely in connection with the sale or other disposition of such accounts receivable in the ordinary course of business (including Liens in connection with securitization programs), (vii) the replacement, extension or renewal of any Lien permitted by Subsidiaries clauses (ii), (iii), (iv) and (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor Debt secured thereby, (other than viii) Liens on the Borrowersassets of a Subsidiary of the Borrower securing the obligations of such Subsidiary to the Borrower or to another Subsidiary of the Borrower, (ix) Liens on machinery and equipment of the Borrower located in the State of Connecticut to secure Debt permitted by Section 5.02(d)(iv)performance of the Borrower's grant obligations owing to the State of Connecticut or any political subdivision thereof in an aggregate principal amount not to exceed $2,500,000 from the date hereof, (x) Liens in respect of goods consigned to the Borrower or any of its Subsidiaries in the ordinary course of business, including, without limitation, goods which are the subject of tolling agreements or manufacturing and servicing agreements to which the Borrower or any of its Subsidiaries is a party; provided that such Liens are limited to the goods so consigned and the goods which are the subject of such agreements, and (viixi) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% consisting of the Consolidated net worth lease by the Borrower of the Guarantor and all or a portion of its Subsidiaries at any timeStamford, Connecticut property to a third party.

Liens, Etc. Create or suffer to exist, or permit any of its Consolidated Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesassets, whether now owned or hereafter acquired, or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive income, accounts receivable other than: (i) Permitted Liens,Liens existing on the Restatement Date and disclosed to the Lenders prior to the date hereof; (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens Lien existing on such property or equipment at the time of its acquisition any asset (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyaccounts receivable) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Consolidated Subsidiary of the Guarantor or otherwise becomes a Consolidated Subsidiary of the Guarantor; provided that such Liens were and not created in contemplation of such merger, consolidation event; (iii) any Lien on any asset securing Debt incurred or acquisition and do not extend to assumed for the purpose of financing all or any assets other than those part of the cost of acquiring such asset, provided that such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof; (iv) any Lien on any asset of any Person so organized outside of the United States arising at any time pursuant to an arrangement (factoring or otherwise) secured by accounts receivable that is existing at the time such Person becomes a Consolidated Subsidiary or is merged into or consolidated with the Guarantor Company or a Consolidated Subsidiary (or pursuant to any extension, renewal or replacement of such Subsidiary an arrangement); provided that such Lien or acquired by arrangement was not created in contemplation of such event, and only to the Guarantor extent, in the case of any such arrangement, that such arrangement does not provide for Liens which, together with all other Liens permitted under this clause (iv), would encumber assets representing more than 5.0% of the consolidated accounts receivable of the Company and its Consolidated Subsidiaries as reflected in the consolidated balance sheet of the Company and its Consolidated Subsidiaries for the fiscal quarter of the Company most recently ended prior to such event (or, if applicable, such extension, renewal or such Subsidiary,replacement); (v) Liens securing Debt permitted any assignment of accounts receivable (A) by and among the Company and its Consolidated Subsidiaries or (B) pursuant to non-recourse factoring or similar arrangements or otherwise in an aggregate amount not to exceed in any fiscal year the greater of $500,000,000 (measured as the face value of such accounts receivable at the time of assignment) and 10.0% of the consolidated accounts receivable of the Company and its Consolidated Subsidiaries as reflected in the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of the fiscal year of the Company most recently ended prior to such assignment for which financial statements have been delivered pursuant to Section 5.02(d)(vii5.01(h)(ii),; (vi) Liens granted any Lien existing on any asset prior to the acquisition thereof by Subsidiaries the Company or a Consolidated Subsidiary and not created in contemplation of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andsuch acquisition; (vii) other any Lien created in connection with capitalized lease obligations, but only to the extent that such Lien encumbers property financed by such capital lease obligation; (viii) Liens securing Debtarising in the ordinary course of its business which (A) do not secure Debt and (B) do not in the aggregate materially impair the operation of the business of the Company and its Consolidated Subsidiaries, taken as a whole; (ix) any Lien arising out of the refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Debt is not increased and is not secured by any additional assets; (x) Liens securing Taxes, assessments, fees or other governmental charges or levies, Liens securing the claims of materialmen, mechanics, carriers, landlords, warehousemen and similar Persons, Liens incurred in the ordinary course of business in connection with workmen’s compensation, unemployment insurance and other similar laws, Liens to secure surety, appeal and performance bonds and other similar obligations, including performance obligations, not incurred in connection with the borrowing of money, and attachment, judgment and other similar Liens arising in connection with court proceedings so long as the enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith by appropriate proceedings, or so long as such Taxes, assessments, fees or other governmental charges or levies are not required to be paid under Section 5.01(b); (xi) any contractual right of set-off or any contractual right to charge or contractual security interest in or Lien on the accounts of the Company or any of its Consolidated Subsidiaries with one or more depositary institutions to effect the payment of amounts to such depositary institution(s), whether or not due and payable in respect of any Debt or financing arrangement and any other Lien arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights; (xii) any Liens on assets of Consolidated Subsidiaries organized outside of the United States in favor of lenders or an affiliated guarantor in connection with any liability entered into in the ordinary course of business; (xiii) any Lien arising out of the L/C Cash Deposit Account under this Agreement or any other Liens arising under substantially similar letter of credit cash deposit account arrangements, it being understood that any such cash deposit account is used to support then outstanding letters of credit and is not required to be funded or otherwise utilized to support the renewal of existing letters of credit or the issuance of new letters of credit; (xiv) Liens relating to any arrangements established to comply with funding requirements pertaining to any U.K. pension plan of the Company or any Consolidated Subsidiary, to the extent that the maximum aggregate amount to be funded by such arrangements (in each case measured as of the date of establishment of such arrangement) does not exceed £35,000,000 (computed without regard to any periodic payments made over the life of such arrangements); (xv) Liens securing obligations under Hedge Agreements to the extent required by applicable law; (xvi) Liens created (A) by a Consolidated Subsidiary of the Company in favor of the Company or any other Consolidated Subsidiary of the Company or (B) by the Company in favor of a Consolidated Subsidiary of the Company, so long as, in the case of this clause (B), and to the extent, the Company or a Consolidated Subsidiary in connection with the overall transaction received or receives assets having a value equal to the value of the assets subject to such Lien; provided, in the case of this clause (B), the lien is limited to such received assets or the equity of the Consolidated Subsidiary that received such assets and, in each case, the proceeds thereof; and (A) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt or other obligations in an aggregate amount (computed without regard to any interest thereon) at any time outstanding, plus (B) the aggregate face value at the time of assignment of accounts receivable assigned, the assignment of which is not otherwise permitted by the foregoing clauses of this Section, plus (C) the aggregate principal amount of such secured Debt shall incurred in accordance with Section 5.02(e)(vii), not to exceed the greater of (x) 15% of the Consolidated net worth of the Guarantor Company and its Consolidated Subsidiaries at any timeas set forth in the Company’s most recent financial statements delivered pursuant to Section 5.01(h)(i) or (ii) or (y) $350,000,000.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Paxar or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the sum of the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) plus the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (iv) below shall not exceed the amount specified therefor in Section 5.02(d)(iii)(C) at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated arising in connection with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the GuarantorCapitalized Leases permitted under Section 5.02(d)(iii)(C); provided that no such Liens were not created in contemplation of such merger, consolidation or acquisition and do not Lien shall extend to or cover any assets other than those of the Person so merged into or consolidated with the Guarantor or assets subject to such Subsidiary or acquired by the Guarantor or such SubsidiaryCapitalized Leases, (v) Liens securing Debt the replacement, extension or renewal of any Lien permitted by Section 5.02(d)(vii),clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, and (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the Debt in an aggregate principal amount of such secured Debt shall not to exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries amount specified therefor in Section 5.02(d)(iii)(H) at any timetime outstanding.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (ia) Permitted Liens,; (iib) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (b) shall not exceed the amount specified therefor in Section 6.04(c) at any time outstanding; (iiic) the Liens existing on the Effective Date and described on Schedule 5.02(a) 6.01 hereto,; (ivd) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary,; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens securing Debt, provided that the Debt in an aggregate principal amount not to exceed the amount specified therefor in Section 6.04(d) at any time outstanding; and (f) the replacement, extension or renewal of such secured Debt shall not exceed 15% any Lien permitted by clauses (c) or (d) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquiredrequired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $25,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, and (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no -------- ------- such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such -------- merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (iv) the Liens described on Schedule 5.02(a), (v) Liens securing Debt the replacement, extension or renewal of any Lien permitted by Section 5.02(d)(viiclauses (ii), (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, (vi) Liens granted on margin stock (as defined in Regulation U issued by Subsidiaries the Board of Governors of the Guarantor (other than the BorrowersFederal Reserve Bank) to secure Debt permitted by the extent that such margin stock exceeds 25% of the value of all assets subject to this Section 5.02(d)(iv5.02(a), ; and (vii) other Liens securing Debt, ; provided that the aggregate principal -------- amount of Debt secured pursuant to this clause (vii), together with the principal amount of such secured Debt permitted to be outstanding in accordance with Section 5.02(d)(vi), shall not in the aggregate at any time outstanding exceed 15% of the Consolidated net worth Tangible Net Worth of the Guarantor Borrower and its Subsidiaries at any timeSubsidiaries.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no -------- ------- such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of -------- ------- the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $25,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such -------- merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, and (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement (other than such financing statements filed solely as a precaution in respect of true leases entered in the ordinary course of business) that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other thanthan the Parent Guarantor) and their respective Subsidiaries: (i) Permitted Liens,; (ii) Liens described on Schedule 4.01(p) hereto; (iii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor such Loan Party or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such property or equipmentequipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, ; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iii) shall not exceed the Liens existing on the Effective Date and described on Schedule 5.02(aamount permitted under Section 5.02(b)(ii)(B) hereto,at any time outstanding; (iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(ii)(C), provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases; (v) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Guarantor any Loan Party or any Subsidiary of the Guarantor any Loan Party or becomes a Subsidiary of the Guarantor; any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor such Loan Party or such Subsidiary or acquired by the Guarantor such Loan Party or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii),; (vi) other Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure securing Non-Recourse Debt permitted by under Section 5.02(d)(iv5.02(b)(ii)(G), and; (vii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal of the Debt secured thereby; and (viii) other Liens securing Debt, provided that incurred in the ordinary course of business with respect to obligations in an amount not to exceed $1,000,000 in the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesassets, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (iA) Permitted LiensLiens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or in any real property property, assets or equipment stock acquired or held by the Guarantor Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property whether incurred prior or equipmentsubsequent to such acquisition or construction, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) heretoDate, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary (A) assignments of the Guarantor right to receive income in connection with any Permitted Receivables Financing and (B) other Liens or becomes a Subsidiary assignments of the Guarantorright to receive income that would otherwise be prohibited; provided that the Aggregate Amount of Financing Outstanding in connection with Permitted Receivables Financings described in clause (A), plus the aggregate principal amount of Debt secured by Liens described in clause (B) at any time outstanding (which amount, for purposes of assignments of rights to receive income, shall be deemed to be the aggregate proceeds received from such Liens were not created in contemplation assignments, reduced according to the original schedule of collection of such mergerincome), consolidation or acquisition and do shall not extend to any assets other than those exceed 10% of the Person so merged into or consolidated with Consolidated Net Worth of the Guarantor or Borrower at such Subsidiary or acquired by the Guarantor or such Subsidiarytime, (v) Liens securing Debt the replacement, extension or renewal of any Lien permitted by Section 5.02(d)(vii), clauses (viii) Liens granted by Subsidiaries and (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)amount secured thereby, and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (and fixed improvements thereon or accessions theretorelated property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $50,000,000, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on (or assignments of) property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Material Subsidiary of the Guarantor Borrower or becomes a Material Subsidiary of the GuarantorBorrower; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens or assignments securing Debt permitted by Section 5.02(d)(vii)and other obligations in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, (vi) Liens granted or assignments arising in connection with a Permitted Receivables Financing, (vii) the replacement, extension or renewal of any Lien or assignment permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (Debt or other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)obligation secured thereby, and (viiviii) other Liens securing Debt, provided that the aggregate principal amount on proceeds of such secured Debt shall not exceed 15% any of the Consolidated net worth assets permitted to be the subject of the Guarantor and its Subsidiaries at any timeLien or assignment permitted by this Section 5.02(a).

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Material Subsidiaries to assignassign for security purposes, any right to receive income, other than: (ia) Permitted Liens,; (iib) purchase money Liens upon or in any real property Property or equipment goods acquired or held by any of the Guarantor Companies or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property Property or equipment goods or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such property real Property or equipmentgoods, or Liens existing on such property real Property or equipment goods at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyProperty) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property Property or equipment goods being acquired (and fixed improvements thereon or accessions theretorelated Property), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,replaced (it being understood that individual financings permitted by this subsection provided by one Person (or an Affiliate thereof) may be cross-collateralized to other financings provided by such Person and its Affiliates that are permitted under this subsection); provided, further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (b) shall not exceed $60,000,000 (for the purposes of this Section 6.2.1(b), “goods” has the meaning set forth in Section 9-102(44) of the Uniform Commercial Code as in effect in the State of New York); (iiic) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a6.2.1(c) hereto,; (ivd) Liens on property (or assignments of) Property of a Person existing at the time such Person is merged into or consolidated with any of the Guarantor Companies or any Material Subsidiary of any of the Guarantor Companies or becomes a Material Subsidiary of any of the GuarantorCompanies; provided that such Liens or assignments were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with any of the Guarantor Companies or such Subsidiary or acquired by any of the Guarantor Companies or such Subsidiary,; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens or assignments securing Debt, provided that the Indebtedness and other obligations in an aggregate principal amount not to exceed $60,000,000 at any time outstanding; (f) Liens (A) consisting of such sales, assignments, pledges or other transfers of Finance Receivables in connection with a Permitted Finance Receivables Securitization, and (B) on Finance Receivables and on any interest in Finance Receivables retained by Harley or any of its Subsidiaries (including a Finance Receivables Subsidiary), whether directly or through the ownership of a certificate or other interest in another Person, provided to secure Permitted Securitization Recourse Obligations of Harley or any of its Subsidiaries; (g) the replacement, extension or renewal of any Lien or assignment permitted by clause (c) or (d) above upon or in the same Property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Indebtedness or other obligation secured Debt shall thereby; (h) Liens incurred in connection with sale and leaseback transactions securing assets or other Property with a value of not exceed 15in excess of 5% of the Consolidated net worth shareholders’ equity of Harley as shown on the most recent annual Consolidated financial statements of Harley; and (i) Liens on proceeds of any of the Guarantor and its Subsidiaries at assets permitted to be the subject of any timeLien or assignment permitted by this Section 6.2.1.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens on accounts receivable (and in property securing Debt permitted by Section 5.02(d)(vii)or otherwise supporting such accounts receivable together with proceeds thereof) of the Borrower or its Subsidiaries in connection with a Receivables Securitization, (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding five percent of Consolidated Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $20,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $20,000,000 at any time outstanding, and (vi) Liens granted by Subsidiaries on the rights of the Guarantor Borrower under one or more agreements between the Parent and the Borrower, whereby the Parent agrees to provide to the Borrower financial support (in the form of cash or liquid assets) in an aggregate amount no greater than $1,200,000,000, to the extent that the Borrower is unable to make timely payment of interest, principal or premium (or expenses or other obligations related thereto) on any Debt of the Borrower (other than the Borrowers) Debt hereunder), provided that such Liens are granted in favor of one or more creditors under such Debt in order to secure Debt permitted by Section 5.02(d)(iv)the obligations of the Borrower thereunder, and (vii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii), (iv) or (vi) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (iA) Permitted LiensLiens for taxes, assessments, governmental charges or levies or other amounts owed to governmental entities other than for borrowed money; (B) Liens imposed by law, such as materialmen's, mechanics', carriers', workmen's and repairmen's Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or in any real property property, assets or equipment stock acquired or held by the Guarantor Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property whether incurred prior or equipmentsubsequent to such acquisition or construction, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) heretoDate, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary (A) assignments of the Guarantor or becomes a Subsidiary of the Guarantorright to receive income in connection with any Permitted Receivables Financing and (B) other Liens that would otherwise be prohibited; provided that such the Aggregate Amount of Financing Outstanding in connection with Permitted Receivables Financings described in clause (A), plus the aggregate principal amount of Debt secured by Liens were described in clause (B) at any time outstanding, shall not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those exceed 10% of the Person so merged into or consolidated with Consolidated Net Worth of the Guarantor or Borrower at such Subsidiary or acquired by the Guarantor or such Subsidiarytime, (v) Liens securing Debt the replacement, extension or renewal of any Lien permitted by Section 5.02(d)(vii), clauses (viii) Liens granted by Subsidiaries and (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)amount secured thereby, and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time.

Liens, Etc. Create Create, assume, incur or suffer to exist, or permit any of its Subsidiaries Subsidiary to create create, assume, incur or suffer to exist, any Lien on or with respect to any of its properties, whether Property now owned or hereafter acquiredacquired by it, or assign, or permit any of its Subsidiaries Subsidiary to assign, any income or right to receive incomewith respect thereto, other than: (ia) Permitted Liens,Encumbrances; (iib) purchase money Liens upon or in any real property or equipment acquired or held by Lien on any Property of the Guarantor Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.3, and any other Lien on any Property of the Borrower or any Subsidiary existing on the date hereof that was incurred in the ordinary course of business and does not secure (i) Indebtedness to Persons other than the Borrower or any Subsidiary of the type described in clauses (a), (b) or (g) of the definition of such term or (ii) Guarantees in respect of any such Indebtedness; provided that (i) no such Lien shall apply to any other Property of the Borrower or any Subsidiary (other than after acquired title in or on such property and proceeds and products of the existing collateral in accordance with the instrument creating such Lien) and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and any increase in such obligations not otherwise prohibited hereunder; (c) any Lien existing on any Property prior to the acquisition thereof by the Borrower or any Subsidiary, and any Lien existing on any Property of any Person (other than a Subsidiary) that is merged into or consolidated with the Borrower or a Subsidiary, or that otherwise becomes a Subsidiary, prior to the time such Person is so merged or consolidated or becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of such acquisition, merger or consolidation or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other Property of the Borrower or any Subsidiary (other than after acquired title in or on such property and proceeds and products of the existing collateral in accordance with the instrument creating such Lien) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition, merger or consolidation or the date such Person becomes a Subsidiary, as the case may be, and any increase in such obligations not otherwise prohibited hereunder; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary securing the purchase price of such property fixed or equipment capital assets or Indebtedness (including Capital Lease Obligations) of the Borrower or any Subsidiary incurred and used to secure Debt incurred solely for finance the purpose of financing the acquisition acquisition, construction or improvement of such property fixed or equipment, capital assets; provided that (i) such Liens and the Indebtedness secured thereby are incurred prior to or within one year after such acquisition or the completion of such construction or improvement and (ii) such Liens existing shall not apply to any other Property of the Borrower or any Subsidiary (other than after acquired title in or on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any and proceeds and products of the foregoing for existing collateral in accordance with the same or a lesser amount, provided, however, instrument creating such Lien); (e) Liens arising in connection with Capital Lease Obligations of non-Guarantor Subsidiaries not prohibited under Section 6.2; provided that no such Lien shall extend to or cover any properties of any character Property other than the real property Property subject to such Capital Lease Obligations; (f) Liens on Property of any Subsidiary securing obligations owing to the Borrower or equipment being acquired and fixed improvements thereon any other Subsidiary; (g) Liens securing any extension, renewal or accessions theretorefunding (or successive extensions, and no renewals or refundings) in whole or in part of any obligations secured by Liens referred to in the foregoing paragraphs (a) through (f); provided that the principal amount of the obligations secured by any such Lien shall not exceed the principal amount outstanding immediately prior to such extension, renewal or replacement refunding and any increase in such prinicpal amount not otherwise prohibited hereunder, and that any such Lien shall extend to or cover any properties not theretofore subject be limited to the Lien being extendedProperty which, renewed immediately prior to such extension, renewal or replaced,refunding, secured such obligations; and (h) Liens not expressly permitted by clauses (a) through (g) above; provided that the sum, without duplication, of (i) the aggregate outstanding principal amount of the Indebtedness permitted by clause (a)(iii) of Section 6.2, (ii) the aggregate outstanding principal amount of any increase of any obligations permitted by paragraph (b), (c) and (g) of this Section and (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such outstanding obligations secured Debt by Liens (which amount, in the case of any sale of accounts receivable, shall be deemed to equal the lesser of the aggregate uncollected balance of the accounts so sold and the maximum claim of the purchaser with respect thereto) permitted by this clause (h) does not at any time exceed 1510% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeTangible Net Worth.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii)in an aggregate principal amount not to exceed at any time outstanding an amount equal to 10% of Consolidated Tangible Assets of the Borrower and its Subsidiaries taken as a whole , (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) arising from judgments, decrees or attachments and Liens securing appeal bonds arising from judgments in an aggregate amount not to secure Debt permitted by Section 5.02(d)(iv), andexceed $100,000,000; (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% and assignments of the Consolidated net worth right to receive income in respect of securitizations of accounts receivable in an Invested Amount not to exceed $175,000,000 at any time outstanding; and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) purchase money Liens upon or in any real or tangible personal property or equipment (including equipment) acquired or held by the Guarantor Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment tangible personal property being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,, and provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed U.S. $20,000,000; (iii) the Liens existing on the Effective Closing Date and described on Schedule 5.02(a) hereto,; (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary,; (v) Liens on cash or Cash Equivalents of the Borrower or any of its Subsidiaries securing Debt permitted guaranties by Section 5.02(d)(vii),the Borrower in favor of the Mexican government with respect to Concession Titles or rights granted to the Borrower or such Material Subsidiary; (vi) Liens granted by Subsidiaries arising under leases of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andBorrower or any of its Subsidiaries for its telecommunication towers; (vii) Leases or subleases of property of the Borrower and its Subsidiaries granted to others in the ordinary course of business that could not reasonably be expected to have a Material Adverse Effect; (viii) Temporary Liens existing during the period of construction encumbering property or assets under construction arising from progress or partial payments by a customer of the Borrower or any of its Subsidiaries relating to such property subject to any Capitalized Lease permitted hereunder or operating lease that could not reasonably be expected to have a Material Adverse Effect; (ix) Liens arising from filings regarding operating leases in the ordinary course of business which could not reasonably be expected to have a Material Adverse Effect; (x) Liens arising from the rendering of a final judgment or order against the Borrower or any of its Subsidiaries that does not give rise to an Event of Default and which attach to assets which, in the aggregate, have a fair market value of less than $10,000,000; (xi) Liens securing reimbursement obligations with respect to performance letters of credit that encumber documents and the property which is the subject of such performance letters of credit and the products and proceeds thereof, arising in the ordinary course of business that could not reasonably be expected to have a Material Adverse Effect; (xii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (xiii) Liens encumbering customary initial deposits and margin deposits in cash or Cash Equivalents, and other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business, in each case, securing DebtDebt in respect of currency swap agreements which are not speculative; and (xiv) Liens securing any Debt of the Borrower, provided that such Liens shall equally and ratably secure the aggregate principal amount of such secured Debt shall not exceed 15% Loans and the obligations of the Consolidated net worth of Loan Parties under the Guarantor and its Subsidiaries at any timeLoan Documents.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: : (ia) Permitted Liens, ; (iib) Liens securing purchase money Liens upon Debt or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business Debt with respect to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not Capital Leases incurred to finance the acquisition acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; provided that (i) such property) or extensions, renewals or replacements of any Liens shall be created within 365 days of the foregoing for acquisition, repair, construction, improvement or lease, as applicable, of the same or a lesser amount, provided, however, that no related property and (ii) such Lien shall extend to or cover Liens do not at any properties of time encumber any character property other than the real property being financed or equipment being acquired and fixed improvements thereon or accessions thereto, and no improved by such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, Debt; (iiic) the Liens existing on the Effective Date and described on Schedule 5.02(a) 6.01 hereto, ; (ivd) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower or Liens assumed by the Borrower or a Subsidiary in connection with an acquisition of assets by the Borrower or such Subsidiary in an acquisition permitted hereunder; provided that such Liens were not created in contemplation of such merger, consolidation consolidation, acquisition or acquisition such Person becoming a Subsidiary and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such which becomes a Subsidiary or is acquired by the Guarantor Borrower or such a Subsidiary, ; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens securing DebtDebt of the Borrower or any Subsidiary and other obligations, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt secured by all such secured Liens and other obligations subject to such Liens incurred pursuant to this clause (e) plus (ii) the aggregate outstanding principal amount of Debt incurred pursuant to Section 6.04(d) shall not exceed exceed, at the time of incurrence of such other Liens, 15% of the Consolidated net worth Net Worth (determined as of the Guarantor end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); and its Subsidiaries at (f) any timereplacement, extension or renewal of any Lien permitted by clauses (b), (c) or (d) above provided that no additional property shall be encumbered by such Liens.”

Liens, Etc. Create The Borrower will not create, assume, incur or suffer to exist, or permit any of its Subsidiaries to create create, assume, incur, or suffer to exist, any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, other thanexcept that the Borrower and its Subsidiaries may create, incur, assume or suffer to exist Liens: (ia) Permitted Liens,securing the Obligations and securing the Liquidity Facility; (iib) purchase money Liens upon for taxes, assessments or in any real property governmental charges or equipment acquired or held by levies on Property of the Guarantor Borrower or any Subsidiary Guarantor to the extent not required to be paid pursuant to Sections 5.01 and 5.04; (c) imposed by law, such as landlords', carriers', warehousemen's and mechanics' liens and other similar Liens arising in the ordinary course of business to secure securing obligations which are not overdue for a period of more than 15 days or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the purchase price books of such property the Borrower and its Subsidiaries in accordance with GAAP; (d) arising in the ordinary course of business out of pledges or equipment deposits under workers' compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, bonds or letters of credit, or similar legislation or to secure Debt incurred solely for public or statutory obligations of the purpose Borrower or any of financing its Subsidiaries; (e) existing on Property acquired by the Borrower or any of its Subsidiaries in the ordinary course of business prior to the Borrower's or such Subsidiaries' acquisition of such property or equipment, or Liens existing on such property or equipment at Property; (f) securing Indebtedness incurred after the time of its acquisition Effective Date (other than secured Indebtedness permitted by the following paragraphs (g), (j), (k), and (l) below) in an amount not to exceed $5,000,000 in the aggregate at any time; provided that the fair market value of the collateral securing any such Liens created in contemplation Indebtedness may exceed the outstanding principal amount of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject Indebtedness only to the Lien being extended, renewed or replaced,extent such excess is within customary commercial bank lending and collateralization requirements; (iiig) the Liens securing Indebtedness existing on the Effective Date and described listed on the attached Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor6.01; provided that the Indebtedness secured by such Liens were shall not created in contemplation of such mergerbe renewed, consolidation refinanced or acquisition and do not extend to any assets other than those of extended if the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall Indebtedness so renewed, refinanced or extended is greater than the outstanding amount of such Indebtedness on the date of this Agreement; (h) constituting easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not exceed 15% material in amount, and which do not in any case materially detract from the value of the Consolidated net worth Property subject thereto or materially interfere with the ordinary conduct of the Guarantor business of the Borrower or any of its Subsidiaries; i) arising from litigation and its Subsidiaries at any time.which are effectively stayed from execution and would not otherwise cause a Default to occur;

Liens, Etc. Create Create, permit or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, exist any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) purchase money Liens securing Purchase Money Obligations incurred pursuant to Section 5.02(c)(v) upon or in any real property property, equipment or equipment any fixed or capital assets acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property property, equipment or equipment assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property property, equipment or equipmentassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property property, equipment or equipment assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), or Liens securing Capital Lease Obligations incurred pursuant to Section 5.02(c)(v) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property property, equipment or equipment assets being acquired and fixed improvements thereon constructed or accessions theretoimproved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,; (iii) the Liens existing on the Effective Date Closing Date, except for (x) Liens exceeding $25,000,000 individually and not described on Schedule 5.02(a) hereto and (y) other Liens in an aggregate amount exceeding $50,000,000 and not described on Schedule 5.02(a) hereto,; (iv) Liens on (x) property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of Borrower and (y) any property existing at the Guarantortime of its acquisition thereof by Borrower or any of its Subsidiaries; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than (A) those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or (B) such assets acquired by the Guarantor Borrower or such Subsidiary,Subsidiary or (C) improvements on or proceeds of the assets described in clause (A) or (B); (v) Liens securing Debt permitted by Section 5.02(d)(vii),granted pursuant to the Pledge Agreement to secure the Secured Obligations; (vi) Liens granted by Subsidiaries of securing the Guarantor (other than Existing Notes equally and ratably with the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andSecured Obligations; (vii) other Liens securing DebtDebt permitted under Section 5.02(c)(v); (viii) the replacement, provided that extension or renewal of any Lien permitted by clause (a)(iii) or (a)(iv) above or this clause (viii) upon or in the aggregate principal amount same property theretofore subject thereto or the replacement, extension or renewal of the Debt secured thereby, and any improvements on or proceeds of such secured property and any property covered by an after-acquired property clause in such Lien; (ix) Liens junior to the Lien created by the Pledge Agreement covering Collateral securing Borrower High Yield Notes that are senior notes; (x) Liens securing Debt shall permitted to be incurred under Section 5.02(c)(xi)(B), (xviii) and (xx); and (xi) other Liens securing obligations in an aggregate amount not to exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time$100,000,000.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property property, improvement or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property property, improvement or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property property, improvement or equipment, or Liens existing on such property property, improvement or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $300,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii)relating to an accounts receivable securitization program in an amount not to exceed $350,000,000, (vi) other Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) securing Debt in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed $400,000,000 at any time outstanding, and (vii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create No Loan Party shall create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such real property or equipment, or Liens existing on such real property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such real property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced,, provided further that the aggregate principal amount of the indebtedness secured by the Lien referred to in this paragraph (ii) shall not exceed $250,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property assets of a Person (including the Persons acquired in connection with the Palate Transactions and the Neptune Transactions) existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary,; (iv) other Liens securing Debt or other obligations in an aggregate principal amount at any time outstanding not to exceed (1) during the Covenant Relief Period, the greater of (x) $400,000,000 (or its equivalent in another currency or currencies) and (y) 5% of Consolidated Net Tangible Assets and (2) and any other time, the greater of (x) $500,000,000 (or its equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets; (v) Liens securing Debt the replacement, extension or renewal of any Lien permitted by Section 5.02(d)(vii),paragraph (iii) above, provided that such replacement, extension or renewal shall not extend to or cover any assets not subject to the Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount of the Debt secured thereby shall not increase as a result of such replacement, extension or renewal; (vi) any Liens granted by Subsidiaries or pledges for the benefit of the Guarantor (other than Company or any of its Subsidiaries arising by reason of deposits to qualify the Borrowers) Company or any of its Subsidiaries to secure Debt permitted by Section 5.02(d)(iv), andmaintain self-insurance; (vii) any Lien with respect to judgments and attachments that do not result in an Event of Default; (viii) Liens or assignments of accounts receivable arising in the ordinary course of business under supply chain financing arrangements; (ix) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a); and (x) any Liens securing Debt, provided that arising in connection with customary escrow arrangements with Xxxxxxx and other financing sources or any Agent with respect to Debt to fund the aggregate principal amount of such secured Debt shall not exceed 15% Neptune Transactions pending consummation of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeNeptune Transactions.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor such Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such real property or equipment, or Liens existing on such real property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any -------- ------- properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the -------- ------- aggregate principal amount of the Debt secured by the Liens referred to in this clause (ii) shall not exceed $2,500,000 at any time outstanding, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor such Borrower or any Subsidiary of the Guarantor such Borrower or becomes a Subsidiary of such Borrower after the Guarantordate hereof; provided that (x) such Liens were not created -------- in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor such Borrower or such Subsidiary or acquired by the Guarantor such Borrower or such SubsidiarySubsidiary and (y) no Default shall have occurred and be continuing at the time of the proposed transaction or would result therefrom, (v) Liens securing Debt permitted by Section 5.02(d)(vii)created pursuant to the Collateral Documents in favor of the Collateral Agent, (vi) Liens granted by Subsidiaries in respect of collateralized letters of credit permitted pursuant to Section 5.02(d)(i)(C) at any one time outstanding not to exceed $10,000,000 less the Guarantor amount of any letters of credit collateralized pursuant to Section 5.02(a)(ix), (vii) Liens in respect of Capitalized Leases permitted pursuant to Section 5.02(d)(i)(E) hereof; provided that no such Lien shall -------- extend to or cover any Collateral or assets other than the Borrowersassets subject to such Capitalized Leases, (viii) to secure in the case of TIME and its Subsidiaries following the TIME IPO, Liens securing Debt permitted pursuant to Section 5.02(d)(iii)(C), (ix) Liens in favor of Citibank or any of its Affiliates securing Existing Debt owing to Citibank or any of its Affiliates; provided that the Existing Debt secured by Section 5.02(d)(iv)such Liens shall not at any -------- time, in the aggregate, exceed the lesser of such Existing Debt owing to Citibank or its Affiliates at such time and $5,000,000, and (viix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Restricted Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of its Restricted Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or and Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed the amounts specified therefor in Section 5.02(d)(iii)(C) at any time outstanding; (iii) the Liens existing on the Original Effective Date and described on Schedule 5.02(a) hereto,; (iv) Liens on property of a Person that becomes a Restricted Subsidiary after the Original Effective Date in accordance with the terms of Section 5.02(g) or through the designation of an Unrestricted Subsidiary as a Restricted Subsidiary existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Restricted Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time.a

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, assign or permit any of its Subsidiaries to assign, any accounts or other right to receive income, other thanexcept: (i) Permitted Liens,; (ii) Liens described on Schedule 5.02(a) hereto; (iii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Parent or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any property to be subject to such property or equipmentLiens, or Liens existing on such any property or equipment at the time of its acquisition or within 180 days following such acquisition (other than any such Liens created in contemplation of such acquisition that were do not incurred to finance secure the acquisition of such property) purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property being acquired, constructed or equipment being acquired and fixed improvements thereon or accessions theretoimproved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,; (iv) Liens arising in connection with Capitalized Leases; provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases; (A) any Lien existing on property any asset of any Person at the time such Person becomes a Subsidiary and not created in contemplation of such event, (B) any Lien on any asset of any Person existing at the time such Person is merged into or consolidated with or into the Guarantor Parent or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were it Subsidiaries in accordance with Section 5.02(c) and not created in contemplation of such merger, consolidation or event and (C) any Lien existing on any asset prior to the acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired thereof by the Guarantor Parent or any of its Subsidiaries and not created in contemplation of such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii),acquisition; (vi) Liens granted securing obligations under credit default swap transactions determined by Subsidiaries reference to, or Contingent Obligations in respect of, Debt issued by the Parent or one of the Guarantor (other than the Borrowers) its Subsidiaries; such Debt not to secure Debt permitted by Section 5.02(d)(iv), andexceed an aggregate principal amount of $550,000,000; (vii) Liens arising in the ordinary course of its business which (A) do not secure Debt and (B) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (viii) Liens on cash and Approved Investments securing Hedge Agreements arising in the ordinary course of business; (ix) other Liens securing DebtDebt or other obligations outstanding in an aggregate principal or face amount not to exceed at any time 5% of Consolidated Net Worth; (x) Liens consisting of deposits made by the Parent or any insurance Subsidiary with any insurance regulatory authority or other statutory Liens or Liens or claims imposed or required by applicable insurance law or regulation against the assets of the Parent or any insurance Subsidiary, in each case in favor of policyholders of the Parent or such insurance Subsidiary or an insurance regulatory authority and in the ordinary course of the Parent’s or such insurance Subsidiary’s business; (xi) Liens on Investments and cash balances of the Parent or any insurance Subsidiary (other than capital stock of any Subsidiary) securing obligations of the Parent or any insurance Subsidiary in respect of (i) letters of credit obtained in the ordinary course of business (including, without limitation, Liens created by the Security Documents) and/or (ii) trust arrangements formed in the ordinary course of business for the benefit of cedents to secure reinsurance recoverables owed to them by the Parent or any insurance Subsidiary; (xii) the replacement, extension or renewal of any Lien permitted by clause (ii) or (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount (other than in respect of fees, expenses and premiums, if any) or change in any direct or contingent obligor) of the Debt secured thereby; (xiii) Liens securing obligations owed by any Loan Party to any other Loan Party or owed by any Subsidiary of the Parent (other than a Loan Party) to the Parent or any other Subsidiary; (xiv) Liens incurred in the ordinary course of business in favor of financial intermediaries and clearing agents pending clearance of payments for investment or in the nature of set-off, banker’s lien or similar rights as to deposit accounts or other funds; (xv) judgment or judicial attachment Liens, provided that the enforcement of such Liens is effectively stayed; (xvi) Liens arising in connection with Securitization Transactions; provided that the aggregate principal amount of the investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions (together with the aggregate principal amount of any other obligations secured by such secured Debt Liens) shall not exceed 15% U.S. $750,000,000; (xvii) Liens on securities arising out of repurchase agreements with a term of not more than three months entered into with “Lenders” (as such term is defined in the JPMorgan Credit Agreement) or their Affiliates or with securities dealers of recognized standing; provided that the aggregate amount of all assets of the Consolidated net worth of the Guarantor Parent and its Subsidiaries subject to such agreements shall not at any time exceed $1,000,000,000. For purposes of this clause (xvii), “JPMorgan Credit Agreement” shall mean the Three-Year Credit Agreement dated as of April 2, 2004 among the Parent, ACE Bermuda, Tempest, and ACE INA Holdings Inc., as borrowers, various financial institutions, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, modified, supplemented or restated from time to time.; and

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesproperties and assets, whether now owned or hereafter acquired, or assignassign as security, or permit any of its Subsidiaries to assignassign as security, any right to receive incomeincome therefrom, other than: (i) Permitted Liens,; (ii) Liens existing or contemplated on the date of this Agreement and described on Schedule 5.02(a) hereto; (iii) purchase money Liens upon or in any real property one or equipment more tangible assets acquired or held by the Guarantor any Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or equipment tangible assets or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such tangible assets so long as such Liens are incurred within 90 days of the date of acquisition of such property or equipmenttangible assets, or Liens existing on any such property or equipment tangible asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, tangible assets); provided, however, that no such Lien shall extend to or cover any properties property or assets of any character other than the real property tangible assets being acquired, constructed or equipment being acquired improved; and fixed improvements thereon or accessions thereto, and no provided further that any Indebtedness secured by such extension, renewal or replacement Liens shall extend to or cover any properties not theretofore subject to otherwise be permitted under the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,terms of this Agreement; (iv) Liens on property and assets of a Person existing at the time such Person is merged into or consolidated with the Guarantor any Borrower or any Subsidiary of the Guarantor its Subsidiaries or becomes a Subsidiary of the Guarantorany Borrower; provided that any such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to or cover (A) any property or assets other than those the property and assets of the Person so being merged into or consolidated with the Guarantor such Borrower or such Subsidiary or being acquired by the Guarantor such Borrower or such Subsidiary,, as the case may be, or (B) any obligations of any Person other than those obligations that were secured by such property and assets at the time of such merger, consolidation or acquisition; and provided further that any Indebtedness secured by such Liens shall otherwise be permitted under the terms of this Agreement; (v) Liens on any property or assets of any Subsidiary of the Company securing Debt permitted by Section 5.02(d)(vii),Indebtedness owed to the Company or any of its other Subsidiaries; (vi) Liens granted by Subsidiaries securing reimbursement obligations under commercial letters of credit incurred in the Guarantor (other than ordinary course of business; provided that any such Liens shall cover only the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)goods, andor documents of title evidencing goods, that are purchased in the transaction for which such letter of credit was issued and the products and proceeds thereof; (vii) other Liens securing Debtarising out of judgments or awards that do not constitute an Event of Default under Section 6.01(f) or 6.01(g) and in respect of which any Borrower or any of its Subsidiaries subject thereto shall be prosecuting an appeal or proceedings for review in good faith and, provided that the aggregate principal amount pending such appeal or proceedings, shall have secured a subsisting stay of execution within 30 days of such secured Debt judgment or award and shall be maintaining appropriate reserves, in accordance with generally accepted accounting principles in effect from time to time, with respect to any such judgment or award; (viii) Liens on cash, certificates of deposit or other similar bank obligations securing Indebtedness (which Indebtedness may be in a different currency from such cash, certificates of deposit or other bank obligations) in an amount substantially equal in value (determined at the time such Lien is created) to such cash, certificates of deposit or other bank obligations, as the case may be; (ix) Liens not otherwise permitted under this Section 5.02(a) securing obligations in an aggregate amount not to exceed 15% of $300,000,000 (or the Consolidated net worth of equivalent thereof in one or more foreign currencies) for the Guarantor Company and its Subsidiaries at any time; and (x) the extension, renewal, replacement or refinancing of any Lien otherwise permitted under any of clauses (ii) through (iv) of this Section 5.02 (a) upon or in the same property and assets theretofore subject thereto; provided that no such extension, renewal, replacement or refinancing shall extend to or cover any property not theretofore subject to the Lien being extended, renewed, replaced or refinanced; and provided further that (A) any obligation secured by such Liens shall otherwise be permitted under the terms of this Agreement and (B) both immediately before and immediately after giving effect to such Lien, no Default shall have occurred and be continuing.

Liens, Etc. Create The Loan Parties shall not, and shall not permit any of itstheir Consolidated Subsidiaries to, at any time create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, exist any Lien on or with respect to any of its propertiesitstheir property or assets, whether tangible or intangible, now owned or hereafter acquired, or agree or become liable to do so or assign, or permit any of its itstheir Consolidated Subsidiaries to assign, any right to receive incomeincome (unless it makes, or causes to be made, effective provisions whereby the Notes will be equally and ratably secured with any and all other obligations thereby secured, such security to be pursuant to a written agreement satisfactory to the Required Lenders), other than: (i) Permitted Liens,; (ii) purchase money Liens upon options or rights granted to the customers of any Project Mining Subsidiary to acquire the equity interests of such Project Mining Subsidiary in connection with the mining or lignite sales agreement relating to such Project Mining Subsidiary; (iii) restrictions on the transferability of the equity interests and certain assets of any real property Project Mining Subsidiary without the consent of the customers of such Project Mining Subsidiary; (iv) options or equipment acquired rights granted to (A) the customer of any Project Mining Subsidiary to acquire the equity interests of such Project Mining Subsidiary and/or certain assets of such Project Mining Subsidiary and (B) the Borrower to transfer to the customer of any Project Mining Subsidiary the equity interests and/or certain assets of such Project Mining Subsidiary, in each case in connection with the termination, if any, of the mining or held by the Guarantor lignite sales agreement relating to such Project Mining Subsidiary; (v) rights of any customer of any Loan Party or any Subsidiary to acquire, or rights of any Loan Party or such Subsidiary to transfer to such customer, certain assets or other property of any Loan Party (other than property that constitutes the equity interests of a Subsidiary) or such Subsidiary and used solely in the conduct of the business of any Loan Party or such Subsidiary with such customer, to the extent that such rights are exercisable in connection with a mining agreement or sales agreement; (vi) any interest or title of a lessor under any lease entered into by any Loan Party or any other Subsidiary in the ordinary course of its business and covering only the assets so leased; (vii) legal or equitable encumbrances deemed to secure exist by reason of the purchase price existence of any litigation or other legal proceeding or arising out of a judgment or award with respect to which an appeal is being prosecuted, to the extent the amount thereof (in excess of applicable insurance coverage) does not exceed, in the aggregate, $10,000,000, but only so long as such legal or equitable encumbrances (A) are being actively contested in good faith by appropriate proceedings or (B) are paid or otherwise discharged within ten (10) days after an Authorized Officer obtains knowledge thereof; NAI-1540997189v1 (viii) environmental Liens with respect to liabilities in an aggregate amount (in excess of applicable insurance coverage) not exceeding $1,000,000 (A) to the extent such liabilities are not yet due or which are being contested in good faith by appropriate proceedings and with respect to which appropriate reserves have been established or (B) which are released or otherwise discharged within ten (10) days after an Authorized Officer obtains knowledge thereof; (ix) Liens in connection with any long term stewardship programs of the Loan Parties in an aggregate amount not to exceed $5,000,00015,000,000 at any one time; and (x) Liens arising pursuant to Section 412(n) of the Internal Revenue Code or ERISA Section 4068(a) with respect to liabilities in an aggregate amount not exceeding $1,000,000 if (A) the defaulted payments to which such Liens relate are made within ten days after an Authorized Officer obtains knowledge of such property defaulted payments and such Liens are released as promptly as practicable thereafter or equipment (B) the obligation to make such payments is being contested in good faith by appropriate proceedings and with respect to which appropriate reserves have been established.; (xi) Liens existing as of the First Amendment Effective Date and, to the extent in excess of $5,000,000, set forth on Schedule 1.1(P) and any renewal, extension or to secure Debt incurred solely for the purpose of financing the acquisition replacement of such property or equipmentLien, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition provided that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no if such Lien shall extend to or cover secures any properties of any character other than Indebtedness, the real property or equipment being acquired and fixed improvements thereon or accessions theretoprincipal amount secured thereby is not hereafter increased, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore additional assets become subject to such Lien, in each case, unless otherwise permitted under this Section 8.2.1; (i) Purchase Money Security Interests and Liens securing capital leases to the Lien being extendedextent permitted under Section 8.2.1(iii) and 8.2.1(v), renewed or replaced,as applicable; (ii) Liens securing Indebtedness other than Recourse Indebtedness in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; and (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the Indebtedness in an aggregate principal amount of such secured Debt shall not to exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries $1,000,000 at any timetime outstanding.

Liens, Etc. Create The Company will not create, assume, incur or suffer to exist, or permit any of its Subsidiaries to create create, assume, incur or suffer to exist, any Lien on or with in respect to of any of its properties, Property whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, assign any right to receive income, other thanexcept that the Company or any of its Subsidiaries may create, incur, assume or suffer to exist Liens: (ia) Permitted Liens,in favor of the Agent for the benefit of the Banks securing the Obligations; (iib) purchase money for taxes, assessments or governmental charges or levies on Property of any Borrower or Guarantor to the extent not required to be paid pursuant to Sections 5.1 and 5.4; (c) imposed by law, such as landlords’, carriers’, warehousemen’s and mechanics’ liens and other similar Liens upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary arising in the ordinary course of business securing obligations which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or any of its Subsidiaries in accordance with GAAP; (d) arising in the ordinary course of business out of pledges or deposits (i) under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation, bonds or letters of credit or (ii) to secure public or statutory obligations of the purchase price Company or any of its Subsidiaries; (e) existing on Property acquired by the Company or any of its Subsidiaries in the ordinary course of business, each of which Liens (i) attached prior to the Company’s or such property or equipment or to secure Debt incurred solely for the purpose of financing the Subsidiary’s acquisition of such property or equipmentProperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyii) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were was not created in contemplation of or in connection with such mergeracquisition, consolidation or acquisition and do not extend to any assets other than those (iii) secures only the Indebtedness of the Person so merged into or consolidated with owner of such Property at the Guarantor or time of the attachment of such Subsidiary or Lien, the aggregate of which Indebtedness at any time outstanding secured by all such Liens, shall not exceed $25,000,000 at any time; (f) not otherwise permitted by Section 6.1(e) above, existing on Property acquired by the Guarantor Company or any of its Subsidiaries in the ordinary course of business, each of which Liens (i) attached prior to the Company’s or such Subsidiary, ’s acquisition of such Property, (vii) Liens securing Debt permitted by Section 5.02(d)(vii), was not created in contemplation of or in connection with such acquisition, and (viiii) Liens granted by Subsidiaries secures only the Indebtedness of the Guarantor (other than owner of such Property at the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)time of the attachment of such Lien, and (vii) other Liens securing Debt, provided that the aggregate principal amount of which Indebtedness at any time outstanding secured by all such Liens, when aggregated with all other Indebtedness referred to in Sections 6.1(k) and 6.1(l) at any time outstanding secured Debt by the Liens referred to therein, shall not exceed 15% of the Company’s Consolidated net worth of the Guarantor and its Subsidiaries Net Worth at any time; (g) securing Indebtedness existing on the First Amendment Effective Date and listed on the attached Schedule 6.1; provided that the Indebtedness secured by such Liens shall not be renewed, refinanced or extended if the amount of such Indebtedness so renewed, refinanced or extended is greater than the outstanding amount of such Indebtedness on the Closing Date; (h) constituting easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any case materially detract from the value of the Property subject thereto or materially interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (i) arising from litigation and which are effectively stayed from execution and would not otherwise cause a Default to occur; (j) on real Property securing surety bonds; (k) constituting purchase money Liens securing purchase money Indebtedness (including, without limitation, Capital Leases) permitted by Section 6.15(c), provided that (i) any Property subject to such purchase money Lien is acquired by the Company or any of its Subsidiaries, (ii) such Lien on such Property attaches concurrently with or within 120 days after the acquisition of such Property, (iii) such Lien shall attach solely to such Property so acquired and the proceeds thereof, and (iv) the aggregate Indebtedness at any time secured by all such Liens, when aggregated with all other Indebtedness referred to in Sections 6.1(f) and 6.1(l) at any time outstanding secured by the Liens referred to therein, shall not exceed 15% of the Company’s Consolidated Net Worth; (l) permitted by Section 6.15(c) existing on Property acquired by the Company or any of its Subsidiaries in connection with an Acquisition Expenditure permitted pursuant to Section 6.16, each of which Liens (i) attached prior to the Company’s or such Subsidiary’s acquisition of such Property, (ii) was not created in contemplation of or in connection with such Person becoming a Subsidiary, and (iii) secures only Indebtedness permitted by Section 6.15(c), the aggregate of which Indebtedness at any time outstanding secured by all such Liens, when aggregated with all other Indebtedness referred to in Sections 6.1(f) and 6.1(k) at any time outstanding secured by the Liens referred to therein, shall not exceed 15% of the Company’s Consolidated Net Worth at any time; and (m) on certain Receivables of any Intermodal Subsidiary, in favor of any railroad company which secures the obligations of such Intermodal Subsidiary to such railroad company in connection with rail shipments with such railroad company contracted for by such Intermodal Subsidiary for the benefit of the obligors of such Receivables which Liens secure only Indebtedness described in this Section 6.1(1). For purposes of calculation of the Company’s Consolidated Net Worth for this Section 6.1 and 6.15 only, there shall not be included in the Company’s Consolidated Net Worth stock repurchases and/or a special one-time dividend made after the First Amendment Effective Date in an aggregate amount not to exceed $75,000,000.

Liens, Etc. Create The Borrower will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (ia) Permitted Liens,; (iib) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property or equipmentequipment and related expenses, or Liens existing on such any property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,; (iiic) the Liens existing on the Effective Date and described on Schedule 5.02(a) 6.01 hereto,; (ivd) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary,; (ve) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) on cash collateral or government securities to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debtobligations under Hedge Agreements and letters of credit, provided that the aggregate principal amount value of such secured Debt shall any collateral so pledged does not exceed 15% of $25,000,000 in the Consolidated net worth of the Guarantor and its Subsidiaries aggregate at any time; (f) assignments of the right to receive income effected as a part of the sale of a business unit or for collection purposes; (g) other Liens securing Debt in an aggregate principal amount not to exceed the amount specified in Section 6.04(f) at any time outstanding; and (h) the replacement, extension or renewal of any Lien permitted by clause (c) or (d) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.

Liens, Etc. Create Create, assume, incur or suffer to exist, exist or permit any of its Subsidiaries Subsidiary to create create, assume, incur or suffer to exist, any Lien on or with respect to any of its properties, whether property now owned or hereafter acquiredacquired by it, or assign, or permit any of its Subsidiaries Subsidiary to assign, any income or right to receive incomewith respect thereto, other than: (ia) respecting the Property, Permitted Liens,Liens and Lessor Liens and, respecting any other property, Non-prohibited Encumbrances; (iib) purchase money Liens upon or in any real Lien on any property or equipment acquired or held by of the Guarantor Lessee or any Subsidiary of the Lessee existing on the date hereof and set forth in Schedule 8.3B.3, and any other Lien on any property of the Lessee or any Subsidiary of the Lessee existing on the date hereof that was incurred in the ordinary course of business and does not secure (i) Indebtedness to Persons other than the Lessee or any Subsidiary of the Lessee of the type described in clauses (a), (b) or (g) of the definition of such term or (ii) Guarantees in respect of any such Indebtedness; provided that (i) no such Lien shall apply to any other property of the Lessee or any Subsidiary of the Lessee and (ii) any such Lien shall secure only those obligations which it secures on the date hereof; (c) any Lien existing on any property prior to the acquisition thereof by the Lessee or any Subsidiary of the Lessee, and any Lien existing on any property of any Person (other than a Subsidiary of the Lessee) that is merged into or consolidated with the Lessee or a Subsidiary of the Lessee, or that otherwise becomes a Subsidiary of the Lessee, prior to the time such Person is so merged or consolidated or becomes a Subsidiary of the Lessee; provided that (i) such Lien is not created in contemplation of such acquisition, merger or consolidation or such Person becoming a Subsidiary of the Lessee, as the case may be, (ii) such Lien shall not apply to any other property of the Lessee or any Subsidiary of the Lessee and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition, merger or consolidation or the date such Person becomes a Subsidiary of the Lessee, as the case may be; (d) Liens on fixed or capital assets acquired, constructed or improved by the Lessee or any Subsidiary of the Lessee securing the purchase price of such property fixed or equipment capital assets or to secure Debt Indebtedness (including Capital Lease Obligations) of the Lessee or any Subsidiary of the Lessee incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred and used to finance the acquisition acquisition, construction or improvement of such propertyfixed or capital assets; provided that (i) such Liens and the Indebtedness secured thereby are incurred prior to or extensionswithin one year after such acquisition or the completion of such construction or improvement, renewals or replacements of and (ii) such Liens shall not apply to any other property of the foregoing for Lessee or any Subsidiary of the same or a lesser amount, provided, however, Lessee; (e) Liens arising in connection with Capital Lease Obligations of Subsidiaries of the Lessee not prohibited under Section 8.3B.2; provided that no such Lien shall extend to or cover any properties of any character property other than the real property subject to such Capital Lease Obligations; (f) Liens on property of any Subsidiary of the Lessee securing obligations owing to the Lessee or equipment being acquired and fixed improvements thereon any other Subsidiary of the Lessee; (g) Liens securing any extension, renewal or accessions theretorefunding (or successive extensions, and no renewals or refundings) in whole or in part of any obligations secured by Liens referred to in the foregoing paragraphs (a) through (f); provided that the principal amount of the obligations secured by any such Lien shall not exceed the principal amount outstanding immediately prior to such extension, renewal or replacement refunding, and that any such Lien shall extend to or cover any properties not theretofore subject be limited to the Lien being extendedproperty which, renewed immediately prior to such extension, renewal or replaced,refunding, secured such obligations; (iiih) Liens constituting Indebtedness of the Liens existing on the Effective Date and type described on Schedule 5.02(a) hereto,in Section 8.3B.2(a)(iii); and (ivi) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantornot expressly permitted by clauses (a) through (h) above; provided that such Liens were not created in contemplation the sum of such merger, consolidation or acquisition and do not extend to any assets other than those (i) the aggregate outstanding principal amount of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt Indebtedness permitted by clause (a)(iv) of Section 5.02(d)(vii), 8.3B.2 and (viii) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such outstanding obligations secured Debt by Liens (which amount, in the case of any sale of accounts receivable, shall be deemed to equal the lesser of the aggregate uncollected balance of the accounts so sold and the maximum claim of the purchaser with respect thereto) permitted by this clause (i) does not at any time exceed 1510% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeTangible Net Worth.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,Invested Assets pursuant to trust, letter of credit or other security arrangements in connection with Reinsurance Agreements or Primary Policies, and (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii)in an aggregate principal amount not to exceed $10,000,000 at any time outstanding, (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create The Parent Borrower will not create or suffer to exist, or permit any of its the Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its propertiesassets, whether now owned or hereafter acquired, or assign, or permit any of its the Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens(A) Liens for Taxes or other amounts owed to Governmental Authorities other than for borrowed money; (B) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith; (C) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (D) easements, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use of such property for its present purposes; and (E) Liens in favor of a landlord arising in the ordinary course of business, (ii) purchase money Liens upon or in any real property property, assets or equipment stock acquired or held by the Guarantor Parent Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price or construction cost of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property whether incurred prior or equipmentsubsequent to such acquisition or construction, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyacquisition) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced, (iii) Liens upon property or assets of the Liens existing on Parent Borrower or any Material Subsidiary leased by the Effective Date Parent Borrower or any Material Subsidiary pursuant to a customary financing arrangement whereby a Governmental Authority issues industrial revenue bonds or similar obligations which are without recourse to the general credit of such Governmental Authority to finance the acquisition, development or improvement of such property or assets (or similar undertaking to provide incentives to the Parent Borrower or any Material Subsidiary with respect to such property or assets) and described on Schedule 5.02(a) heretothe Parent Borrower or any Material Subsidiary enters into a capital lease or sale-leaseback transaction with respect to such property or assets, (iv) Liens existing on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such SubsidiaryEffective Date, (v) (A) assignments of the right to receive income in connection with any Receivables Financing and (B) other Liens securing or assignments of the right to receive income that would otherwise be prohibited; provided that the Aggregate Amount of Financing Outstanding in connection with Receivables Financings by the Parent Borrower or any Material Subsidiary (as described in clause (A)), plus the aggregate principal amount of Debt permitted secured by Section 5.02(d)(viiLiens or assignments of the right to receive income described in clause (B) at any time outstanding (which amount, for purposes of assignments of rights to receive income, shall be deemed to be the aggregate proceeds received from such assignments, reduced according to the original schedule of collection of such income), shall not exceed 10% of the Consolidated Net Assets of the Parent Borrower at such time, (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clauses (ii) and (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)amount secured thereby, and (vii) other intercompany Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timegranted to Parent Borrower or Material Subsidiaries.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor such Borrower or any Subsidiary of such Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) in the case of the Company and its Subsidiaries, the Liens existing on the Effective date hereof and described on Schedule 5.02(a) hereto and, in the case of the Co-Borrower and its Subsidiaries, the Liens existing on the Co-Borrower Joinder Date and described on Schedule 5.02(a) heretoto the Co-Borrower Joinder Agreement, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor such Borrower or any Subsidiary of the Guarantor such Borrower or becomes a Subsidiary of the Guarantorsuch Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor such Borrower or such Subsidiary or acquired by the Guarantor such Borrower or such Subsidiary, (v) Liens on accounts receivable (and in property securing Debt permitted by Section 5.02(d)(vii)or otherwise supporting such accounts receivable together with proceeds thereof) of such Borrower and its Subsidiaries in connection with a Receivables Securitization, (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a "Telco") that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding five percent of Consolidated Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, or Liens of a lessor under an operating lease, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) and the Debt incurred in connection with Section 5.02(b)(iii)(F) shall not exceed $35,000,000 in the aggregate at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary in favor of the Guarantor or becomes a Subsidiary to secure the Borrower's obligation to the Guarantor under the Guaranty and Recourse Agreement, to the extent such Liens become operative only after the Commitments shall have been terminated and the Administrative Agent, the Lenders and the Issuing Bank shall have been paid in full for all obligations of the Guarantor; provided that such Liens were not created in contemplation of such mergerBorrower hereunder and under the Notes, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary,and (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by under Section 5.02(d)(iv5.02(b)(iii)(B), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any time.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:than its (i) Permitted Liens,; (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition of such real property or equipment, or Liens existing on any such real property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) real property or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, equipment); provided, however, that no such Lien shall extend to or cover any properties property or assets of any character other than the real property or equipment being acquired acquired; and fixed improvements thereon or accessions thereto, and no provided further that any Indebtedness secured by such extension, renewal or replacement Liens shall extend to or cover any properties not theretofore subject to be otherwise permitted under the Lien being extended, renewed or replaced,terms of this Agreement; (iii) Liens on property or assets of a Person (other than the Borrower or any of its Subsidiaries) existing at the time such property or asset is purchased or otherwise acquired by the Borrower or its Subsidiaries; provided that such Liens existing on the Effective Date were not created in contemplation of such purchase or other acquisition and described on Schedule 5.02(a) hereto,do not extend to any property or assets other than those so purchased or otherwise acquired; (iv) Liens on property or assets of a Person (other than the Borrower or any of its Subsidiaries) existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any property or assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary with, or acquired by by, the Guarantor Borrower or such Subsidiary,; (v) Liens securing Debt permitted by Section 5.02(d)(viion accounts or notes receivable (whether such accounts or notes receivable constitute accounts, instruments, chattel paper or general intangibles) and other related assets, and sales of or discounts on the foregoing, arising solely in connection with the securitization thereof (whether in one transaction or in a series of transactions),; provided that the sale or other disposition of any such accounts or notes receivable and related assets shall be on a "true sale" basis; (vi) Liens granted by Subsidiaries not otherwise permitted under clauses (i) through (v) of this Section 5.02 (a) securing Indebtedness in an aggregate principal amount not to exceed $30,000,000 (or the Guarantor (other than the BorrowersEquivalent thereof in one or more Foreign Currencies) to secure Debt permitted by Section 5.02(d)(iv), at any time outstanding; and (vii) other Liens securing Debtthe replacement, extension or renewal of any Lien otherwise permitted under clauses (ii) through (vi) of this Section 5.02 (a) upon or in the same property and assets theretofore subject thereto; provided that no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the aggregate principal amount Lien being extended, renewed or replaced; and provided further that any Indebtedness secured by such Liens shall otherwise be permitted under the terms of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethis Agreement.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens (including leases treated as security interests) upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, providedPROVIDED, howeverHOWEVER, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,; (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,; (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided PROVIDED that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary,; (v) other Liens securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (vi) Liens granted by Subsidiaries incurred in respect of judgments and awards discharged within 30 days from the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andmaking thereof or under review in an appropriate forum so long as enforcement thereof is effectively stayed; (vii) other Liens securing Debtincurred in respect of rental or security deposits; and (viii) the replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted incurred by Section 5.02(d)(viithe Borrower or its Subsidiaries in connection with a financing based on accounts receivable (including any Receivables Securitization), (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a "Telco") that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andassets of such Telco, (vii) Liens on real property securing Debt and other obligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt, provided that the Debt and other obligations in an aggregate principal amount not to exceed at any time outstanding 10 percent of such secured Debt shall not exceed 15% Net Tangible Assets, and NYDOCS02/1129553.6 (ix) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for security purposes, or permit any of its Subsidiaries to assignassign for security purposes, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii)arising in connection with capital leases, (vi) Liens granted arising in connection with the monetization of preferred and common shares of Earthlink Inc. owned by Subsidiaries the Company and its Subsidiaries, (vii) Liens arising in connection with the sale of the Guarantor (other than the Borrowers) to secure Debt accounts receivable permitted by Section 5.02(d)(iv5.02(c)(vii), (viii) other Liens securing Debt in an aggregate principal amount not to exceed $100,000,000 at any time outstanding so long as the Liens described in clause (ix) below remain outstanding, and thereafter $200,000,000 at any time outstanding, (ix) Liens granted by Directories America, Inc., Centel Directories, LLC, Sprint Publishing & Advertising, Inc. and Centel Directory Company in favor of Deutsche Bank AG New York Branch, as collateral agent, securing Debt in an aggregate amount not to exceed $700,000,000, and the replacement, extension or renewal thereof upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount above $700,000,000 or change in any direct or contingent obligor) of the Debt secured thereby, provided that such Lien shall be terminated on or before March 31, 2003 or shall have been assigned to the Administrative Agent for the benefit of the Lenders in accordance with Section 2.06(a), and (viix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien described on Schedule 5.02(a) or any Lien permitted by clause (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Material Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, lease, construction or improvement of such property or equipment, or including capital lease obligations and Synthetic Lease Obligations, Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for not more than 3% above the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon acquired, leased, constructed or accessions thereto, improved and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Guarantor Borrower or any Material Subsidiary of the Guarantor Borrower or becomes a Material Subsidiary of the GuarantorBorrower (with “Material Subsidiary” being determined measured after giving effect to such transaction); provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing on cash collateral or government securities to secure obligations under Hedge Agreements, letters of credit and bank guaranties; provided the aggregate value of assets pledged under this clause (v) to secure Hedge Agreements, together with Debt permitted by under Section 5.02(d)(vii5.02(e)(vii)(A), shall not exceed $100,000,000, (vi) Liens granted by Subsidiaries on the equity interests in any joint venture securing obligations of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andsuch joint venture, (vii) other Liens not otherwise permitted under this Section 5.02(a) securing DebtDebt or other obligations in an aggregate principal amount not to exceed the amount specified therefor in Section 5.02(e)(vi) at any time outstanding, and (viii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the principal amount except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such replacement, extension or renewal or change in any direct or contingent obligor; provided that the aggregate principal amount of such secured Debt increase shall not exceed 153% of the Consolidated net worth original principal amount thereof) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create The Parent Guarantor will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist, or permit exist any Lien upon any of its Subsidiaries to create property, revenues or suffer to exist, any Lien on or with respect to any of its propertiesassets, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanexcept: (i) Permitted Liens,Liens in favor of the Collateral Agent; (ii) purchase money Liens upon for taxes or in any real property assessments or equipment acquired other governmental charges or held levies not yet due or payable; (iii) Liens created by or resulting from obligations of the Parent Guarantor or any Subsidiary in as lessee under operating leases; (A) Liens on any property, acquired, constructed or improved by the ordinary course Parent Guarantor or its Subsidiaries after the date of business this Guaranty which are created or assumed contemporaneously with, or within 120 days after, such acquisition or completion of such construction or improvement, or within six months thereafter pursuant to a firm commitment for financing arranged with a lender or investor within such 120-day period, to secure or provide for the payment of all or any part of the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition cost of such construction or improvement incurred after the date of this Guaranty; (B) Liens on any property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation a corporation securing Indebtedness of such acquisition that were not incurred to finance corporation which is merged into the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same Parent Guarantor or a lesser amount, provided, however, that no such Lien shall extend to Subsidiary; or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (ivC) Liens on property securing indebtedness of a Person corporation existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or corporation becomes a Subsidiary of the Parent Guarantor; provided provided, that such Liens were not created referred to in contemplation of such merger, consolidation or acquisition and do (A) shall not extend to any assets property theretofore owned by the Parent Guarantor or any such Subsidiary other than those than, in the case of any such construction or improvement, any theretofore unimproved real property on which the property is so constructed or the improvement is located and; provided, further, that the fair market value of the Person so merged into property or consolidated with assets subject to any of the Guarantor Liens referred to in (A), (B) or (C) above is not less than the related Indebtedness secured by any such Subsidiary or acquired by the Guarantor or Lien and such Subsidiary,Indebtedness is permitted under clause (iv) of Section 14(b) hereof. (v) Liens securing Debt permitted incidental to and made in the ordinary course of business of the Parent Guarantor or any Subsidiary (other than to secure Indebtedness) which consists of (A) Liens of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not overdue or being diligently contested in good faith by appropriate proceedings, (B) Liens 21 (other than Liens arising under ERISA or under Section 5.02(d)(vii412(n) of the Internal Revenue Code in respect of deposits made in connection with workmen's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secured performance of tenders, statutory obligations, leases and contracts or to secure obligations on surety or appeal bonds, (C) Liens which arise by operation of law under Article 2 of the Uniform Commercial Code in favor of unpaid sellers of goods, or Liens in items or accompanying documents or proceeds of either arising by operation of law under Article 4 of the Uniform Commercial Code in favor of a collecting bank, (D) easements (including, without limitation, reciprocal easement agreements and utility agreements),, rights-of-way, covenants, consents, reservations, encroachments, variations and other restrictions, charges or encumbrances (whether or not recorded) effecting the use of property, which do not materially detract from the value of such property or impair the use thereof, (E) Liens in the nature of leases and subleases granted to others which do not interfere in any material respect with the business, and do not detract in any material respect from the value of any property of the Parent Guarantor or any of its Subsidiaries, and (F) Liens which constitute rights of set-off of a customary nature or bankers' liens with respect to amounts on deposit, whether arising by operation of law or by contract, in connection with deposit accounts established at banks, in each case which do not materially and adversely affect the financial condition, results of operations, operations, business, properties or prospects of the Parent Guarantor and its Subsidiaries, taken as a whole and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (vi) Liens granted created by Subsidiaries or resulting from any litigation or legal proceedings (including without limitation any taxes or assessments), which are at such time being diligently contested in good faith by the Parent Guarantor or any Subsidiary by appropriate proceedings, which proceedings in the reasonable judgment of Lessor and any assignee, (A) shall not involve any material danger that any Property or any portion thereof would be subject to sale, forfeiture or loss, as a result of failure to comply therewith, (B) shall not affect the payment of any sums due and payable hereunder or result in any such sums being payable to any Person other than Lessor or any assignee, (C) will not place Lessor or any assignee thereof in any danger of civil liability for which it is not adequately indemnified for or to any criminal liability, (D) if involving taxes, shall suspend the collection of the Guarantor taxes and (other than the BorrowersE) to secure Debt permitted by Section 5.02(d)(iv), anddo not result in an Event of Default; (vii) other Liens existing on the date of this Guaranty as set forth on Schedule 5(l) hereto; and (viii) Liens for the sole purposes of securing Debt, provided that the aggregate principal amount Indebtedness permitted by clause (iii) of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeSection 14(b) hereof.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary of the Company in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentorequipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens any assignment of any right to receive income existing on the Effective Date and described any Liens existing on Schedule 5.02(a) heretothe Effective Date, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) other Liens or any other assignment of any right to receive income (in addition to the Liens and assignments permitted under clauses (i), (ii), (iii), (iv) or (vi)) securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $450,000,000, and (vi) Liens granted the replacement, extension or renewal of any Lien or any assignment of any right to receive income permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) Liens securing obligations under Capital Leases; (iii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,; (iiiiv) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto,; (ivv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower and Liens on assets existing at the time such assets are acquired by the Borrower or any Subsidiary of the Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii),; (vi) Liens granted by Subsidiaries of securing any Advances, L/C Obligations or any other obligations under or in connection with the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andLoan Documents; (vii) other Liens securing Debt, provided that Debt of the Borrower and its Subsidiaries in an aggregate principal amount of such secured not to exceed at any time outstanding, together with any Debt shall not exceed 15incurred under Section 5.02(d)(x), 10% of Consolidated Net Tangible Assets; and (viii) the Consolidated net worth replacement, extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome (except by a Subsidiary in favor of the Borrower or any of its Subsidiaries), other than: (i) Permitted Liens, (ii) purchase money Liens (including capital leases) upon or in any real or personal property (tangible or equipment intangible) acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property or equipmentproperty, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property being acquired, constructed or equipment being acquired improved and fixed improvements thereon or accessions thereto, the proceeds thereof and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,replaced and the proceeds thereof, provided, further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed 100% of the fair market value of property so acquired at the time of acquisition. (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower or on assets acquired by the Borrower or any Subsidiary of the Borrower existing at the time that such assets are acquired; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, and proceeds thereof, (v) possessory rights of customers of the Borrower and its Subsidiaries in Equipment for Resale arising under leases, bailment arrangements and rental agreements entered into in the ordinary course of business of the Borrower or such Subsidiary, (vvi) Liens upon specific items of Inventory and the proceeds thereof securing the obligations of the Borrower or any of its Subsidiaries in respect of bankers’ acceptances issued or created for the account of the Borrower or such Subsidiary to facilitate the purchase, shipment or storage of such Inventory, (vii) Liens arising in connection with trade letters of credit issued to secure the purchase of Inventory in the ordinary course of business of the Borrower and its Subsidiaries, provided that such Liens shall cover only the documents in respect of which such letters of credit were issued, the goods covered thereby and the insurance proceeds of such goods, (viii) Liens arising out of judgments or awards (other than any judgment described in Section 6.01(f) or (g) hereof and constituting an Event of Default thereunder) in respect of which, within 30 days after the imposition thereof, the Borrower or any of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided it shall have set aside on its books adequate reserves, in accordance with GAAP, with respect to such judgment or award, (ix) security and other deposits made by the Borrower or any Subsidiary of the Borrower under the terms of any lease or sublease of property entered into by the Borrower or any such Subsidiary in the ordinary course of business, (x) voluntary Liens in favor of the PBGC arising in connection with any insufficiency resulting from the actions of, and with respect to any Plan of the Borrower or any ERISA Affiliate, securing obligations not exceeding $75,000,000, (xi) other Liens securing Debt permitted by Section 5.02(d)(vii)in an aggregate principal amount not to exceed $75,000,000 at any time outstanding, (vixii) Liens granted sales or discounts in the ordinary course of business by Subsidiaries the Borrower or any Subsidiary of the Guarantor (Borrower of customer leases or other receivables for cash in an amount not less than the Borrowers) to secure Debt permitted by Section 5.02(d)(ivfair market value thereof (after taking into account customary reserves for losses, yield protection, fees and similar matters), and (viixiii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount by more than the sum of such secured Debt shall not exceed 15% accrued and unpaid interest and normal and customary costs, fees and expenses payable in connection therewith or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create The Borrower will not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on Lien, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other thanin each case to secure or provide for the payment of any Debt of any Person, unless the Borrower's obligations hereunder shall be secured equally and ratably with, or prior to, any such Debt; provided however that the foregoing restriction shall not apply to the following Liens which are permitted: (i) Permitted Liens,Liens on assets of any Subsidiary of the Borrower existing at the time such Person becomes a Subsidiary (other than any such Lien created in contemplation of becoming a Subsidiary); (ii) Liens on accounts receivable or general intangibles resulting from the sale of such accounts receivable or general intangibles by the Borrower or a Subsidiary of the Borrower (other than TEC or a Subsidiary of TEC) so long as, at any time, the aggregate outstanding amount of cash advanced to the Borrower or such Subsidiary, as the case may be, and attributable to the sale of such accounts receivable or general intangibles does not exceed $150,000,000; (iii) Liens on accounts receivable or general intangibles resulting from the sale of such accounts receivable or general intangibles by TEC or a Subsidiary of TEC; (iv) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or (provided that the amount of Debt secured by such Lien does not exceed 100% of the purchase price of such property and transaction costs relating to such acquisition) and Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien created in contemplation of such acquisition acquisition); and the interest of the lessor thereof in any property that were not is subject to a Capital Lease; (v) any Lien securing Debt that was incurred prior to finance or during construction or improvement of property for the acquisition purpose of financing all or part of the cost of such propertyconstruction or improvement, provided that the amount of Debt secured by such Lien does not exceed 100% of the fair market value of such property after giving effect to such construction or improvement; (vi) any Lien securing Debt of a Subsidiary owing to the Borrower; (vii) Liens resulting from any extension, renewal or replacement (or successive extensions, renewals or replacements replacements), in whole or in part, of any Debt secured by any Lien referred to in clauses (i), (ii), (iv) and (v) above so long as (x) the aggregate principal amount of the foregoing for the same or such Debt shall not increase as a lesser amount, provided, however, that no such Lien shall extend to or cover any properties result of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement and (y) Liens resulting from any such extension, Credit Agreement (Short Term) renewal or replacement shall extend to or cover any properties not theretofore subject to only such property which secured the Lien Debt that is being extended, renewed or replaced,; (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (vviii) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of obligations under this Agreement or under the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), Long Term Credit Agreement; and (viiix) Liens other than Liens described in clauses (i) through (viii) hereof, whether now existing or hereafter arising, securing Debt, provided that the Debt in an aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeexceeding $75,000,000.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (ia) Permitted Liens,; (iib) Liens securing purchase money Liens upon Debt or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business Debt with respect to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not Capital Leases incurred to finance the acquisition acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; provided that (i) such property) or extensions, renewals or replacements of any Liens shall be created within 365 days of the foregoing for acquisition, repair, construction, improvement or lease, as applicable, of the same or a lesser amount, provided, however, that no related property and (ii) such Lien shall extend to or cover Liens do not at any properties of time encumber any character property other than the real property being financed or equipment being acquired and fixed improvements thereon or accessions thereto, and no improved by such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced,Debt; (iiic) the Liens existing on the Effective Date and described on Schedule 5.02(a) 6.01 hereto,; (ivd) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower or Liens assumed by the Borrower or a Subsidiary in connection with an acquisition of assets by the Borrower or such Subsidiary in an acquisition permitted hereunder; provided that such Liens were not created in contemplation of such merger, consolidation consolidation, acquisition or acquisition such Person becoming a Subsidiary and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such which becomes a Subsidiary or is acquired by the Guarantor Borrower or such a Subsidiary,; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens securing DebtDebt of the Borrower or any Subsidiary and other obligations, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt secured by all such secured Liens and other obligations subject to such Liens incurred pursuant to this clause (e) plus (ii) the aggregate outstanding principal amount of Debt incurred pursuant to Section 6.04(d) shall not exceed exceed, at the time of incurrence of such other Liens, 15% of the Consolidated net worth Net Worth (determined as of the Guarantor and its Subsidiaries at end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); and (f) any timereplacement, extension or renewal of any Lien permitted by clauses (b), (c) or (d) above provided that no additional property shall be encumbered by such Liens.”

Liens, Etc. Create or suffer to exist, or permit any of its the Guarantor's Significant Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assignassign for collateral purposes, or permit any of its Significant Subsidiaries to assignassign for collateral purposes, any right to receive income, other than: (i) Permitted Liens,; (ii) purchase money Liens upon or in any real Lien existing on any property or equipment acquired or held asset prior to the acquisition thereof by the Guarantor Account Party, the Guarantor, any of the Guarantor's Significant Subsidiaries or any Subsidiary in the ordinary course of business to secure the purchase price of their respective Subsidiaries; provided that (i) such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens Lien is not created in contemplation of or in connection with such acquisition that were not incurred to finance the acquisition of such propertyacquisition, (ii) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend not apply to or cover any properties of any character other than the real property or equipment being acquired assets of the Account Party, the Guarantor, such Significant Subsidiary or such other Subsidiary and fixed improvements thereon or accessions thereto, and no (iii) such extension, renewal or replacement Lien shall extend to or cover any properties not theretofore subject to secure only those obligations which it secures on the Lien being extended, renewed or replaced,date of such acquisition; (iii) Liens on assets acquired, constructed or improved by the Account Party, the Guarantor, such Significant Subsidiary or any of their respective Subsidiaries; provided that (1) such Liens existing on and the Effective Date Debt secured thereby are incurred prior to or within 360 days after such acquisition or the completion of such construction or improvement, (2) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such assets, and described on Schedule 5.02(a(3) hereto,such Liens shall not apply to any other property or assets of the Account Party, the Guarantor, such Significant Subsidiary or such Subsidiary; (iv) Liens on any property or assets of a any Person existing at the time such Person is merged into or consolidated with or into the Guarantor Account Party, the Guarantor, such Significant Subsidiary or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were their respective Subsidiaries and not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary,event; (v) Liens on any real property securing Debt permitted in respect of which (1) the recourse of the holder of such Debt (whether direct or indirect and whether contingent or otherwise) under the instrument creating the Lien or providing for the Debt secured by Section 5.02(d)(vii),the Lien is limited to such real property directly securing such Debt and (2) such holder may not under the instrument creating the Lien or providing for the Debt secured by the Lien collect by levy of execution or otherwise against assets or property of the Account Party, the Guarantor or such Significant Subsidiary (other than such real property directly securing such Debt) if the Account Party, the Guarantor or such Significant Subsidiary fails to pay such Debt when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in "non-recourse" real estate transactions; (vi) Liens granted by Subsidiaries arising out of Securities Transactions entered into in the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), andordinary course of business and on ordinary business terms; (vii) other Structured Transaction Liens; (viii) Liens securing arising out of Asset Securitizations; (ix) Liens arising out of any real estate sale/leaseback transactions; (x) Liens arising in connection with Swap Contracts; (xi) Liens on securities owned by the Guarantor, any of its Significant Subsidiaries or any Subsidiary thereof that are pledged to the Federal Home Loan Bank Board, (the "FHLBB") to secure loans made by the FHLBB to the Guarantor in the ordinary course of business and on ordinary business terms; (xii) Liens not otherwise permitted by the foregoing clauses of this Section 5.02 arising in the ordinary course of business of the Guarantor or any of its Significant Subsidiaries that do not secure any Debt, ; provided that the obligations secured by such Liens shall not exceed in the aggregate $3,000,000,000 at any one time outstanding; (xiii) Liens on assets held in Separate Accounts; (xiv) Liens not otherwise permitted by the foregoing clauses of this Section 5.02; provided that the aggregate principal amount of the Debt secured by such secured Debt Liens shall not exceed 15% $4,000,000,000 at any one time outstanding; and (xv) any extension, renewal or replacement of the Consolidated net worth foregoing; provided that the Liens permitted hereunder shall not be spread to cover any additional Debt or assets (other than a substitution of like assets) unless such additional Debt or assets would have been permitted in connection with the Guarantor and its Subsidiaries at any timeoriginal creation, incurrence or assumption of such Lien.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:: 45 (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $20,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $20,000,000 at any time outstanding, and (vi) Liens granted by Subsidiaries on the rights of the Guarantor Borrower under one or more agreements between the Parent and the Borrower, whereby the Parent agrees to provide to the Borrower financial support (in the form of cash or liquid assets) in an aggregate amount no greater than $1,200,000,000, to the extent that the Borrower is unable to make timely payment of interest, principal or premium (or expenses or other obligations related thereto) on any Debt of the Borrower (other than the Borrowers) Debt hereunder), provided that such Liens are granted in favor of one or more creditors under such Debt in order to secure Debt permitted by Section 5.02(d)(iv)the obligations of the Borrower thereunder, and (vii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii), (iv) or (vi) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment assets acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, improvement or construction of such property assets (including any Liens placed on such assets within 180 days after the latest of the acquisition, completion of construction or equipmentimprovement of such assets), or Liens existing on such property or equipment assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such propertyassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property assets being acquired, improved or equipment being acquired and fixed improvements thereon or accessions thereto, constructed and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) the Liens existing on the Effective Closing Date and described securing Debt outstanding on Schedule 5.02(a) heretothe Closing Date in an aggregate amount not exceeding $50,000,000, (iv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) Liens securing Debt permitted owing by Section 5.02(d)(vii)any Subsidiary of the Company to the Company, (vi) Liens granted by securing Debt of Subsidiaries of the Guarantor (Company organized under the laws of any country other than the BorrowersUnited States of America or a State thereof, (vii) to secure Liens created under any capital lease on the assets that are the subject of such lease, (viii) Liens arising out of the L/C Cash Deposit Account or any Liens securing obligations under this Agreement, (ix) Liens securing Debt permitted to be incurred by Section 5.02(d)(iv5.02(d)(viii); (x) other Liens securing Debt in an aggregate principal amount not to exceed the amount specified therefor in Section 5.02(d)(ix) at any time outstanding, (xi) assignments of the right to receive income and Liens that arise in connection with limited recourse or non-recourse sales, transfers or other dispositions of accounts receivable (together with related rights of collection or credit enhancements thereof) in an aggregate amount not to exceed $500,000,000 at any time outstanding, and (viixii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate same property theretofore subject thereto, so long as the principal amount of Debt secured by any such secured Debt shall Lien is not exceed 15% increased in connection with any such replacement, extension or renewal of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary of the Company in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, providedPROVIDED, howeverHOWEVER, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens any assignment of any right to receive income existing on the Effective Date and described any Liens existing on Schedule 5.02(a) heretothe Effective Date, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided PROVIDED that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) other Liens or any other assignment of any right to receive income (in addition to the Liens and assignments permitted under clauses (i), (ii), (iii), (iv) or (vi)) securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $450,000,000, and (vi) Liens granted the replacement, extension or renewal of any Lien or any assignment of any right to receive income permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: : (ia) Permitted Liens, ; (iib) Liens securing purchase money Liens upon Debt or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business Debt with respect to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not Capital Leases incurred to finance the acquisition acquisition, repair, construction, improvement or lease of capital assets in an aggregate principal amount not to exceed $300,000,000 outstanding at any one time; provided that (i) such property) or extensions, renewals or replacements of any Liens shall be created within 365 days of the foregoing for acquisition, repair, construction, improvement or lease, as applicable, of the same or a lesser amount, provided, however, that no related property and (ii) such Lien shall extend to or cover Liens do not at any properties of time encumber any character property other than the real property being financed or equipment being acquired and fixed improvements thereon or accessions thereto, and no improved by such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, Debt; (iiic) the Liens existing on as of the Effective Date date hereof and described on Schedule 5.02(a) 6.01 hereto, ; (ivd) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower or Liens assumed by the Borrower or a Subsidiary in connection with an acquisition of assets by the Borrower or such Subsidiary in an acquisition permitted hereunder; provided that such Liens were not created in contemplation of such merger, consolidation consolidation, acquisition or acquisition such Person becoming a Subsidiary and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such which becomes a Subsidiary or is acquired by the Guarantor Borrower or such a Subsidiary, ; (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (viie) other Liens securing DebtDebt of the Borrower or any Subsidiary and other obligations, provided that the sum (without duplication) of (i) the aggregate outstanding principal amount of Debt secured by all such secured Liens and other obligations subject to such Liens incurred pursuant to this clause (e) plus (ii) the aggregate outstanding principal amount of Debt incurred pursuant to Section 6.04(d) shall not exceed exceed, at the time of incurrence of such other Liens, 15% of the Consolidated net worth Net Worth (determined as of the Guarantor end of the then most recently ended fiscal quarter of the Borrower for which financial statements have been delivered pursuant to Section 5.09(a) or 5.09(b)); and its Subsidiaries at (f) any timereplacement, extension or renewal of any Lien permitted by clauses (b), (c) or (d) above provided that no additional property shall be encumbered by such Liens.

Liens, Etc. Create The Company shall not create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens,; (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such real property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such real property or equipment, or Liens existing on such real property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such real property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced,, provided further that the aggregate principal amount of the indebtedness secured by the Lien referred to in this paragraph (ii) shall not exceed $250,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property assets of a Person (including the Palate Acquired Business and the Persons acquired in connection with the Neptune Transactions) existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary,; (iv) other Liens securing Debt or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $500,000,000 (or its equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets; (v) Liens securing Debt the replacement, extension or renewal of any Lien permitted by Section 5.02(d)(vii),paragraph (iii) above, provided that such replacement, extension or renewal shall not extend to or cover any assets not subject to the Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount of the Debt secured thereby shall not increase as a result of such replacement, extension or renewal; (vi) any Liens granted by Subsidiaries or pledges for the benefit of the Guarantor (other than Company or any of its Subsidiaries arising by reason of deposits to qualify the Borrowers) Company or any of its Subsidiaries to secure Debt permitted by Section 5.02(d)(iv), andmaintain self-insurance; (vii) other any Lien with respect to judgments and attachments that do not result in an Event of Default; (viii) Liens securing Debt, provided that or assignments of accounts receivable arising in the aggregate principal amount ordinary course of such secured Debt shall not exceed 15% business under supply chain financing arrangements; and (ix) Liens existing on the date of this Agreement granted by the Consolidated net worth Company or any of the Guarantor and its Subsidiaries at any timeand securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a).

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted incurred by Section 5.02(d)(viithe Borrower or its Subsidiaries in connection with a financing based on accounts receivable (including any Receivables Securitization), (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a "Telco") that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding ten percent of Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien securing Debt on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome to secure any Debt, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor or any Subsidiary of the Guarantor or becomes a Subsidiary of the Guarantor; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor or such Subsidiary or acquired by the Guarantor or such Subsidiary, (v) Liens securing Debt permitted by Section 5.02(d)(vii), (vi) Liens granted by Subsidiaries of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing DebtDate, provided that the aggregate principal amount of such Debt secured Debt by the Liens referred to in this clause (i) shall not exceed 15% $130,000,000, (ii) other Liens secured by real estate assets, provided that the aggregate principal amount of the Consolidated net worth Debt secured by the Liens referred to in this clause (ii) shall not exceed ten percent of the Guarantor's total assets (as shown on the most recent financial statements delivered in accordance with Section 5.01(h)) at any time outstanding, (iii) other Liens securing Debt in an aggregate principal amount not to exceed two percent of the Guarantor's total assets (as shown on the most recent financial statements delivered in accordance with Section 5.01(h)) at any time outstanding, provided that no such Liens shall encumber any current assets of the Guarantor and or any of its Subsidiaries Subsidiaries, provided, further, that for purposes of the foregoing proviso the current portion of a long-term receivable subject to a Lien will not be treated as a current asset, (iv) other Liens, or assignments of the right to receive income, arising under an asset securitization (including, without limitation, an asset securitization in a transaction with a bank- sponsored conduit) entered into by one or more "Unrestricted Subsidiaries" (as defined below) in an aggregate "Invested Amount" not to exceed $1,000,000,000 at any timetime outstanding, (v) Liens in favor of the Guarantor or any of its Subsidiaries, and (vi) the replacement, extension or renewal of any Lien permitted by clause (i) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (and fixed improvements thereon any accessions or accessions additions thereto, and proceeds thereof), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) assignments of the right to receive income or Liens securing Debt permitted by Section 5.02(d)(viithat arise in connection with Securitization Programs, in an aggregate principal amount not to exceed the Dollar Equivalent of the greater of $950,000,000 and 10% of Consolidated Tangible Assets at any time outstanding (for purposes of this clause (v), the “principal amount” of a Securitization Program shall mean the Invested Amount), (vi) Liens granted by Subsidiaries securing obligations in respect of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv)acceptances, andtrade letters of credit, undrawn standby letters of credit, bank guarantees, surety bonds or similar extensions of credit, Jabil Credit Agreement66 71 (vii) other Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business securing Debtobligations under hedge agreements designed solely to protect the Company or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities, (viii) Liens arising in connection with cash management services for the Company and any of its Subsidiaries, including cash pooling arrangements and overdraft facilities, provided that the aggregate principal amount of such secured Debt Liens shall not exceed 15% extend beyond the amounts on deposit in the deposit accounts, (ix) Liens on inventory valued at not more than the Dollar Equivalent of $125,000,000 at any time in favor of customers that have paid a deposit on the inventory so encumbered, (x) assignments of the Consolidated net worth right to receive income and/or accounts receivable in connection with the sales of accounts receivable and related assets, including pursuant to factoring programs, whether or not the Guarantor and Company or any of its Subsidiaries at any time.remain as servicer, (xi) Liens on cash as contemplated by Section 2.19 or 6.02, (xii) Liens, if any, in respect of Finance Leases or Synthetic Leases,

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens and Liens, if any, created under the Loan Documents (including, if applicable, Liens that are required by the terms of the applicable indentures existing on the date hereof to secure equally and ratably the Debt issued under such indentures), (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Company or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) heretohereto and other Liens aggregating not more than $10,000,000 existing on the Effective Date on assets of Subsidiaries of the Company organized outside of the United States, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Company or any Subsidiary of the Guarantor Company or becomes a Subsidiary of the GuarantorCompany; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Company or such Subsidiary or acquired by the Guarantor Company or such Subsidiary, (v) assignments of the right to receive income (including factoring of accounts receivable) or Liens securing Debt permitted that arise in connection with receivables securitization programs, in an aggregate principal amount not to exceed $500,000,000 at any time outstanding (for purposes of this clause (v), the “principal amount” of a receivables securitization program shall mean the amount invested by Section 5.02(d)(viiinvestors that are not Affiliates of the company and paid to the Company or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts)), (vi) other Liens granted by Subsidiaries of the Guarantor securing obligations in an aggregate principal amount not to exceed $200,000,000 at any time outstanding , (other than the Borrowersvii) Liens securing Hedge Agreements in an amount not to secure Debt permitted by Section 5.02(d)(iv)exceed $10,000,000 at any time outstanding, and (viiviii) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) and clause (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or 35 equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $20,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) other Liens securing Debt permitted by Section 5.02(d)(vii),in an aggregate principal amount not to exceed $20,000,000 at any time outstanding, and (vi) Liens granted the replacement, extension or renewal of any Lien permitted by Subsidiaries clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Guarantor (other than the Borrowers) to secure Debt permitted by Section 5.02(d)(iv), and (vii) other Liens securing Debt, provided that the aggregate principal amount of such secured Debt shall not exceed 15% of the Consolidated net worth of the Guarantor and its Subsidiaries at any timethereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than: (i) Permitted Liens, (ii) purchase money Liens upon or in any real property or equipment acquired or held by the Guarantor Borrower or any Subsidiary of the Borrower in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipmentequipment (including capital leases), or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions theretoacquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iii) the Liens existing on the Effective Date date hereof and described on Schedule 5.02(a) hereto, (iv) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Guarantor Borrower or any Subsidiary of the Guarantor Borrower or becomes a Subsidiary of the GuarantorBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Guarantor Borrower or such Subsidiary or acquired by the Guarantor Borrower or such Subsidiary, (v) Liens securing Debt permitted incurred by Section 5.02(d)(viithe Borrower or its Subsidiaries in connection with a financing or similar transaction based on accounts receivable (including any Receivables Securitization), (vi) Liens granted by Subsidiaries on assets of a Subsidiary that is a regulated telephone company (a “Telco”) that, pursuant to the public debt indenture(s) of such Telco, are created upon the merger or conveyance or sale of all or substantially all of the Guarantor assets of such Telco, (vii) Liens on real property securing Debt and other than the Borrowersobligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding, (viii) other Liens securing Debt and other obligations in an aggregate principal amount not to secure Debt permitted by Section 5.02(d)(iv)exceed at any time outstanding ten percent of Net Tangible Assets, and (viiix) other Liens securing Debtthe replacement, provided that extension or renewal of any Lien permitted by clause (iii) or (iv) above upon or in the aggregate principal same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount of such secured Debt shall not exceed 15% or change in any direct or contingent obligor) of the Consolidated net worth of the Guarantor and its Subsidiaries at any timeDebt secured thereby.