Common use of Liens, Etc Clause in Contracts

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each The Borrower shall not, nor shall it permit any Subsidiary of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date (after giving effect to the Transactions) and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Borrower and the Borrower’s Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the Effective Date, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause clauses (cb) or (d) above, clauses (h) or (j) below or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (gf) Liens in favor of lessors securing operating leases orto the extent such operating leases are permitted hereunder and, to the extent such transactions create a Lien thereunderLien, sale and leaseback transactionstransactions permitted by Section 8.4(f) (Asset Sales); (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of any Loan Party; provided, in each case to however, that the extent aggregate outstanding amount of all such operating leases or sale obligations and leaseback transactions are permitted hereunderliabilities shall not exceed $10,000,000 at any time; (h) Liens not otherwise securing Indebtedness permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review8.1(k) (Indebtedness); provided it shall have set aside that (i) such Liens were not created in contemplation of such Permitted Acquisitions and (ii) such Liens are purchase money Liens granted by the Proposed Acquisition Target or its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens on any property of Proposed Acquisition Target or its books adequate reserves, Subsidiaries) and limited in accordance each case to the property purchased with Agreement Accounting Principles, with respect the proceeds of such purchase money Indebtedness or subject to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultCapital Lease; (i) Liens on any bills securing judgments that do not constitute an Event of ladingDefault (or securing bonds that secure such judgments) that do not exceed, airway billsin the aggregate, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;$10,000,000; and (j) Liens in favor of U.S. government agencies securing Indebtedness incurred permitted under Section 8.1(j8.1(m) (Indebtedness); provided provided, however, that such Liens shall only encumber Insurance Assets that relate directly be limited to assets and property developed or acquired with the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timesuch Indebtedness.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan DocumentsDocuments and the U.S. Facility; (b) Liens granted by a Foreign Subsidiary of Group (other than a Canadian Loan Party) securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary (other than a Canadian Loan Party) and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000the U.S. Dollar Equivalent of U.S.$15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 the U.S. Dollar Equivalent of U.S.$20,000,000 in an aggregate (U.S.$10,000,000 in the aggregate for the Canadian Loan Parties) amount outstanding at any time.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Consolidated Subsidiaries to, create at any time create, incur, assume or suffer to exist, exist any Lien upon or with respect to on any of its properties property or assets, whether tangible or intangible, now owned or hereafter acquired, or assign agree or become liable to do so or assign, or permit any of its Consolidated Subsidiaries to assign, any right to receive incomeincome (unless it makes, except foror 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: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens options or rights granted by 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 Project Mining Subsidiary without the consent of the customers of such Project Mining Subsidiary; (iv) options or 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 lignite sales agreement relating to such Project Mining Subsidiary; (v) rights of any customer of the Borrower or any Subsidiary to acquire, or rights of the Borrower or such Subsidiary to transfer to such customer, certain assets or other property of the Borrower (other than property that constitutes the equity interests of a Warnaco Entity Subsidiary) or such Subsidiary and used solely in the conduct of the business of the Borrower or such Subsidiary with such customer, to the extent that such rights are exercisable in connection with a mining agreement or sales agreement; (including the vi) any interest or title of a lessor under a Capital Lease any lease entered into by the Borrower or any other Subsidiary in the ordinary course of its business and purchase money Liens to which any property is subject at covering only the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leaseassets so leased; (fvii) any Lien securing legal or equitable encumbrances deemed to exist by reason of the renewal, extension, refinancing or refunding existence of any Indebtedness secured by any Lien permitted by clause (c) litigation or (e) other legal proceeding or arising out of this Section 8.2 as long as such Lien does not cover any assets not subject a judgment or award with respect to the Lien securing the Indebtedness which an appeal is being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases orprosecuted, to the extent such transactions create a Lien thereunder, sale and leaseback transactionsthe amount thereof (in excess of applicable insurance coverage) does not exceed, in each case 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; (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 operating leases liabilities are not yet due or sale and leaseback transactions which are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall being contested in good faith be prosecuting an appeal or by appropriate proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment which appropriate reserves have been established or award and; provided, further, that any such judgment shall not give rise to (B) which are released or otherwise discharged within ten (10) days after an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000Authorized Officer obtains knowledge thereof; and (kix) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any arising pursuant to Section 412(n) of the foregoingInternal Revenue Code or ERISA Section 4068(a) not otherwise permitted under this Section 8.2, securing obligations in an amount not with respect to exceed $20,000,000 liabilities in an aggregate amount outstanding at any timenot 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 defaulted payments and such Liens are released as promptly as practicable thereafter or (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.

Liens, Etc. Each of Group and the Unless consented to in writing by Lender, no Borrower will notshall, and will not no Borrower shall permit any of its respective Relevant Subsidiaries to, create create, assume, incur, or suffer to exist, exist any Lien upon on or with in respect to of any of its properties or assetsProperty, whether now owned or hereafter acquired, or assign any right to receive incomeproceeds therefrom, except forthat Borrowers and each of their respective Relevant Subsidiaries may create, incur, assume, or suffer to exist: (a) Liens created pursuant to granted under a Loan Document and securing the Loan DocumentsTotal Obligations; (b) Liens granted securing Capital Leases; provided, that the Debt secured by a Foreign Subsidiary of Group securing such Liens (i) does not exceed $500,000 in the Indebtedness permitted under Section 8.1(g), which Liens aggregate for the avoidance Borrowers and their respective Relevant Subsidiaries at any one time outstanding, (ii) is secured only by the Property leased under such Capital Leases and not any other Property of doubt shall any Borrower or any of its Relevant Subsidiaries, and (iii) the principal amount of such Debt is not secure any Indebtedness under this Agreement;increased. (c) Liens existing on securing equipment leases in the Closing Date ordinary course of business; provided that the Debt secured by such Liens does not exceed $500,000 in the aggregate for the Borrowers and disclosed on Schedule 8.2 (Existing Liens)their respective Relevant Subsidiaries at any one time outstanding and is secured only by the equipment leased under such leases and not any other Property of any Borrower or any of its Relevant Subsidiaries; (d) Customary Permitted LiensLiens for Taxes, assessments, or other governmental charges or levies not yet due or that (provided foreclosure, sale, or other similar proceedings shall not have been initiated) are being contested in good faith by appropriate proceedings; provided that such reserve as may be required by GAAP shall have been made therefor; (e) Liens or preferential purchase money rights, rights of first refusal and similar rights in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, contractors, laborers, employees, operators, landlords, construction, or similar Liens granted arising by a Warnaco Entity (including operation of law in the interest ordinary course of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time business in respect of obligations that are not yet due or that are being contested in good faith by appropriate proceedings if such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leasereserve as may be required by GAAP shall have been made therefor; (f) any Lien securing Liens to operators and non-operators under joint operating agreements, unitization and pooling agreements arising in the renewal, extension, refinancing or refunding ordinary course of the business of any Indebtedness secured Borrower or any of its Relevant Subsidiaries to secure amounts owing, which amounts are not yet due or are being contested in good faith by any Lien permitted appropriate proceedings; if such reserve as may be required by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedGAAP shall have been made therefor; (g) Liens or trusts arising in favor the ordinary course of lessors securing operating leases orbusiness out of pledges or deposits under workers’ compensation laws, unemployment insurance, old age pensions or other social security or retirement benefits, or similar legislation or to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases secure public or sale and leaseback transactions are permitted hereunderstatutory obligations of Borrowers; (h) Liens not otherwise permitted under this Section 8.2easements, rights-of-way, covenants, liens, servitudes, rights, surface leases, restrictions, and other than similar encumbrances, and minor defects in favor the chain of title that are customarily accepted in the PBGCoil and gas financing industry, arising out of judgments or awards including in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal surface operations or proceedings for review and in respect pipelines or power lines, none of which it shall have secured a subsisting stay materially interfere with the ordinary conduct of execution pending such appeal the business of any Borrower or proceedings for review; provided it shall have set aside on any of its books adequate reserves, in accordance with Agreement Accounting Principles, with respect Relevant Subsidiaries or materially detract from the value or use of the Property to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultwhich they apply; (i) Liens on rights reserved to or vested in any bills Governmental Authority to control or regulate any Property of ladingany Borrower or any of its Relevant Subsidiaries, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect or to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesuse such Property; (j) Liens under production sales agreements, division orders, operating agreements and other agreements customary in the oil and gas business for processing, producing, and selling Hydrocarbons securing Indebtedness incurred under Section 8.1(j); obligations not constituting Debt and provided that such Liens do not secure obligations to deliver Hydrocarbons at some future date without receiving full payment therefor within ninety (90) days of delivery; provided, that Liens described in clauses (b) through (j) above shall only encumber Insurance Assets that relate directly not constitute Permitted Liens upon the initiation of any foreclosure proceedings with regard to the Indebtedness Property encumbered by such assets Liens and; provided further, no intention to subordinate the first priority Lien granted in favor of Lender is hereby implied or expressed or is to be inferred by the permitted existence of such Permitted Liens; (k) Liens securing the purchase price of Property, including vehicles and equipment, acquired by any Borrower or any of its Relevant Subsidiaries in the ordinary course of business (including Liens existing under conditional sale or title retention contracts), provided that such Liens cover only the acquired Property and the aggregate unpaid purchase price as to the Borrowers and their respective Relevant Subsidiaries secured by such Liens does not exceed $500,000; (l) Liens that are permitted by an Intercreditor Agreement that secure the payment of obligations relating to Acceptable Hydrocarbon Hedge Agreements meeting the requirements of Section 6.15; (m) royalties and any overriding royalties, net profit interests, free gas arrangements, production payments, reversionary interests and other similar burdens on production applicable to any Property of any Borrower provided, such items do not increase the working interest of any Borrower or reduce the net revenue interest of any Borrower in the Borrowing Base Oil and Gas Properties from those reflected on Exhibit A attached hereto; (n) all unit agreements, pooling agreements, operating agreements, farmout agreements, hydrocarbon production sales contracts, division orders and other contracts, agreements and instruments applicable to any Property of any Borrower provided, such items do not increase the working interest of any Borrower or reduce the net revenue interest of any Borrower in the Borrowing Base Oil and Gas Properties from those reflected on Exhibit A attached hereto; (o) conventional rights of reassignment arising upon final intention to abandon or release any Property of any Borrower; (p) calls on production under existing contracts that have provide that the holder of such call on production must pay an aggregate value not index-based or current market price for any production purchased by virtue of such call on production; (q) limitations (including drilling and operating limitations) imposed on any Oil and Gas Property of any Borrower or any of its Relevant Subsidiaries by reason of the rights of subsurface owners or operators in excess of $15,000,000a common property; (r) Liens set forth on Schedule 6.01; (s) Liens securing insurance premium financing arrangements to the extent permitted by Section 6.02, provided that such Liens are limited to the applicable insurance contracts; and (kt) any other Liens (not covering any InventoryLiens, Accounts defects or other Receivables irregularities which do not, individually or in the aggregate, materially detract from the value of or materially interfere with the ordinary course of the business of any Loan Party Borrower or proceeds any of its Relevant Subsidiaries or the use or ownership of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timesuch Property subject thereto or affected thereby (as currently used or owned).

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Principal Domestic Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to on any of its properties or assetsRestricted Property, whether now owned or hereafter acquired, without making effective provision (and the Borrower covenants and agrees that it will make or assign any right cause to receive incomebe made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, except forhowever, that there shall be excluded from the foregoing restrictions: (ai) Liens created pursuant to securing Debt not exceeding $100,000,000 which are existing on the Loan Documents; (b) Liens granted date hereof on Restricted Property; and, if any property now owned or leased by Borrower or by a Foreign present Principal Domestic Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)at any time hereafter becomes a Principal Domestic Manufacturing Property, which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed date hereof on Schedule 8.2 (Existing Liens)such property securing the Debt now secured or evidenced thereby; (dii) Customary Permitted LiensLiens on Restricted Property of a Principal Domestic Subsidiary as security for Debt of such Subsidiary to the Borrower or to another Principal Domestic Subsidiary; (eiii) purchase money in the case of any corporation which becomes a Principal Domestic Subsidiary after the date of this Agreement, Liens granted on Restricted Property of such Principal Domestic Subsidiary which are in existence at the time it becomes a Principal Domestic Subsidiary and which were not incurred in contemplation of its becoming a Principal Domestic Subsidiary; (iv) any Lien existing prior to the time of acquisition of any Principal Domestic Manufacturing Property acquired by the Borrower or a Warnaco Entity Principal Domestic Subsidiary after the date of this Agreement through purchase, merger, consolidation or otherwise; (including v) any Lien on any Principal Domestic Manufacturing Property (other than a Major Domestic Manufacturing Property) acquired or constructed by the interest Borrower or a Principal Domestic Subsidiary after the date of this Agreement, which is placed on such Property at the time of or within 180 days after the acquisition thereof or prior to, at the time of or within 180 days after completion of construction thereof to secure all or a lessor under portion of the price of such acquisition or construction or funds borrowed to pay all or a Capital Lease and purchase money Liens portion of the price of such acquisition or construction; (vi) extensions, renewals or replacements of any Lien referred to which in clause (i), (iii), (iv) or (v) of this subsection (a) to the extent that the principal amount of the Debt secured or evidenced thereby is not increased, provided that the Lien is not extended to any property other Restricted Property unless the aggregate value of Restricted Property encumbered by such Lien is subject not materially greater than the value (as determined at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafterreplacement) securing Indebtedness permitted under Section 8.1(e) and limited in each case to of the property purchased with Restricted Property originally encumbered by the proceeds of such purchase money Indebtedness Lien being extended, renewed or subject to such Capital Leasereplaced; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (gvii) Liens in favor of lessors securing operating leases orimposed by law, to the extent such transactions create a Lien thereunderas carriers’, sale warehousemen’s, mechanics’, materialmen’s, vendors’ and leaseback transactionslandlords’ liens, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in against the Borrower or any Principal Domestic Subsidiary which are (x) immaterial or (y) with respect of to which the applicable Warnaco Entity Borrower or such Subsidiary at the time shall in good faith currently be prosecuting an appeal or proceedings for review and in with respect of to which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills minor survey exceptions, minor encumbrances, easements or reservations of, or rights of ladingothers for, airway billsrights of way, receipts sewers, electric lines, telegraph and telephone lines and other applicable documents of title (similar purposes, and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly zoning or other restrictions as to the Indebtedness use of any Principal Domestic Manufacturing Property, which exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Borrower, in the aggregate materially detract from the value of such assets secure Principal Domestic Manufacturing Property or materially impair its use in the operation of the business of the Borrower and that have an aggregate value not in excess of $15,000,000its Principal Domestic Subsidiaries; and (kix) other any Lien on Restricted Property not referred to in clauses (i) through (viii) of this subsection (a) if, at the time such Lien is created, incurred, assumed or suffered to be created, incurred or assumed, and after giving effect thereto and to the Debt secured or evidenced thereby, the aggregate amount of all outstanding Debt of the Borrower and its Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are not referred to in clauses (i) through (viii) of this subsection (a) and which do not covering equally and ratably secure the Advances shall not exceed 15% of Consolidated Net Tangible Assets. If at any Inventorytime the Borrower or any Principal Domestic Subsidiary shall create, Accounts incur or assume or suffer to be created, incurred or assumed any Lien on Restricted Property by which the Advances are required to be secured pursuant to the requirements of this subsection (a), the Borrower will promptly deliver to each Lender an opinion, in form and substance reasonably satisfactory to the Required Lenders, of the General Counsel of the Borrower (so long as the General Counsel is able to render an opinion as to the relevant local law) or other Receivables of any Loan Party or proceeds of any of counsel reasonably satisfactory to the foregoing) not otherwise permitted under this Section 8.2Required Lenders, securing obligations to the effect that the Advances have been secured in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeaccordance with such requirements.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Restatement Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at the time such Liens on are incurred, exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group and the Borrower Panhandle Eastern will not, and will not permit any of its respective Subsidiaries to, create create, incur, assume or suffer to exist, exist any Lien upon on or with respect to any of its properties Property, or assetssign or file or suffer to exist, whether now owned under the Uniform Commercial Code of any jurisdiction, a financing statement that names Panhandle Eastern or hereafter acquiredany of its Subsidiaries as debtor, or sign or suffer to exist any security agreement authorizing any secured party thereunder to file such financing statement, or assign any accounts or other right to receive income, except forexcept: (a) Permitted Liens created pursuant to the Loan Documentsfor Panhandle Eastern and its Subsidiaries; (b) Liens granted existing on the date hereof and any replacement, extension or renewal of the indebtedness secured by a Foreign Subsidiary such Lien, provided that the amount of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall Debt or other obligations secured thereby is not secure increased and is not secured by any Indebtedness under this Agreement;additional assets; and (c) Liens existing on arising in connection with Capitalized Leases; provided that no such Lien shall extend to or cover any assets other than the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (dassets subject to such Capitalized Leases) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens upon or in real property, equipment or other fixed or capital assets acquired or held by Panhandle Eastern or any of its Subsidiaries to which secure the purchase price of such property, equipment or other fixed or capital assets or to secure Debt incurred for the purpose of financing the acquisition, construction or improvement of any property is subject such property, equipment or other fixed or capital assets, or Liens existing on any such property, equipment or other fixed or capital assets at the time of acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount (provided that no such Warnaco Entity’s acquisition thereof Lien shall extend to or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) cover any property other than the property, equipment or other fixed or capital assets being acquired, constructed or improved, and limited in each case no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the property purchased with Lien being extended, renewed or replaced); provided that the proceeds aggregate principal amount of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness Debt secured by any Lien Liens permitted by this clause (c) or (e) of this Section 8.2 as long as such Lien does shall not cover exceed $50,000,000 at any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award andtime outstanding; provided, furtherhowever, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts Panhandle Eastern or other Receivables of any Loan Party or proceeds of any of its Subsidiaries may create or assume any other Lien securing Debt if, after giving effect to such Debt, the foregoing) Priority Obligations Amount does not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time10% of the Consolidated Net Tangible Assets.

Liens, Etc. Each of Group and the Borrower will notshall not create or allow to be created, and will not or permit any of its respective Subsidiaries to, subsidiaries to create or suffer allow to existbe created, any Lien lien, mortgage, pledge, security interest or other encumbrance (collectively "Liens"), upon or with respect to (i) any of its properties or assetsthe Pre-Approval Collateral (as defined in the Security Agreement) until such time as the Pre-Approval Commitment has been terminated and all obligation of Borrower under the Loan Documents with respect to Pre-Approval Advances have been irrevocably paid and satisfied in full and (ii) any of the First Year Sales Collateral (as defined in the Security Agreement) until such time as the First Year Sales Commitment has been terminated and all obligations of Borrower under the Loan Documents with respect to First Year Sales Advances have been irrevocably paid and satisfied in full. Notwithstanding the preceding sentence, whether now owned or hereafter acquiredBorrower may create Liens upon such Collateral securing indebtedness which is junior and subordinate in right of payment to Borrower's obligations to Lender under the Loan Documents ("Junior Liens") so long as, or assign any right prior to receive incomethe creation of such Junior Liens, except for: Lender has consented in writing to such Junior Liens (asuch consent not to be unreasonably withheld) and Lender and the holder of such Junior Liens created pursuant have entered into a subordination agreement in form and substance reasonably satisfactory to the Lender providing for the subordination of the indebtedness secured by the Junior Liens to the obligations of Borrower under the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group The Borrower shall not and the Borrower will not, and will shall not permit any of its respective Subsidiaries to, create create, incur, assume or suffer permit to exist, whether directly or indirectly, any Lien upon on or with respect to any of its the Borrower’s or such Subsidiary’s properties or and assets, whether now owned or hereafter acquiredacquired or upon any income or profits therefrom, or assign any right to receive income, except forexcept: (ai) Liens created granted pursuant to the Loan Documents; (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementCustomary Permitted Liens; (ciii) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens5.1(g); (div) Customary Permitted LiensLiens securing payment of Debt permitted and described in clause (viii) of Section 6.2(i); (ev) purchase money Liens granted by a Warnaco Entity securing payment of Debt permitted and described in clause (including the interest v) of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e6.2(i) and limited covering only those assets acquired, constructed or improved in each case to the property purchased whole or in part with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseDebt; (fvi) Existing Liens on property (other than Collateral) pledged as collateral for liabilities assumed by the Borrower or any Lien securing Subsidiary of the renewal, extension, refinancing Borrower in connection with any merger or refunding of any Indebtedness secured by any Lien acquisition permitted by clause Section 6.2(a) (c) provided that such liabilities were not incurred in anticipation of, or (e) of this Section 8.2 as long as to finance, any such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced merger or refundedacquisition); (gvii) Liens in favor of lessors securing operating leases orgranted to sureties under the Bonding Agreement, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to permitted by the extent such operating leases or sale and leaseback transactions are permitted hereunderIntercreditor Agreement; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills property or assets used by the Borrower or any Subsidiary in the ordinary course of ladingbusiness and not constituting Collateral, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly existed prior to the Indebtedness acquisition thereof by the Borrower or such assets secure Subsidiary and that have an aggregate value were not created in excess contemplation of $15,000,000; andsuch acquisition; (kix) other Liens (not covering securing Obligations under any InventoryRate Protection Agreement, Accounts or other Receivables provided that such Lien is granted in favor of any Loan a Secured Party or proceeds an Affiliate thereof, (x) Leases or subleases (including bareboat charters) of Property other than Collateral by the Borrower or any of its Subsidiaries as lessor or sublessor, provided that such leases and subleases do not interfere in any material respect with the businesses of the Borrower and its Subsidiaries, and are not otherwise prohibited under the other terms of this Agreement, and leases or subleases (including bareboat charters) of Property constituting Collateral, provided that such leases and subleases do not interfere in any material respect with the businesses of the Borrower and its Subsidiaries, are not otherwise prohibited under the other terms of this Agreement and are made in the ordinary course of business; (xi) [RESERVED]; (xii) renewals or replacements of any of the foregoing, provided that such renewed or replaced Lien does not extend to property other than that which was encumbered by the originally permitted Lien hereunder; (xiii) Liens arising from precautionary UCC financing statements filed under any lease permitted by this Agreement but only to the extent such Liens pertain to the property that is the subject of such leases; (xiv) Liens arising by operation of law or by contract in each case encumbering insurance policies and proceeds thereof to secure the financing of premiums payable under such policies; (xv) customary rights of set-off, revocation, refund, or charge back under deposit agreements or under the UCC of banks or other financial institutions in respect of charges relating to deposit accounts and returned items (but not otherwise in respect of Debt generally); (xvi) Liens pursuant to a purchase agreement or sale agreement securing the obligations under such purchase agreement or sale agreement and encumbering solely the assets that are to be sold in any asset disposition permitted under by this Section 8.2, securing obligations in an Agreement; (xvii) Liens on accounts receivables for which attempts at collection have been undertaken by a third party (provided that the face amount of such accounts receivables subject to such Lien shall not to exceed $20,000,000 2,500,000 in an the aggregate amount outstanding at any time); (xviii) such other Liens with respect to which neither the Debt secured by such Lien nor the fair market value of the property subject to such Liens exceed in the aggregate for all such Liens $5,000,000; and (xix) Liens on Permitted Xxxxx Fargo Facility Collateral securing Debt permitted under Section 6.2(i)(xvi) and Guaranties permitted under Section 6.2(f)(vii). provided, however, that notwithstanding the foregoing, in no event shall any contractual Liens be permitted to exist on any common stock of or other equity interests in any of the Borrower’s Subsidiaries which is wholly-owned by the Borrower or any of its Subsidiaries.

Liens, Etc. Each of Group and the Borrower will notCreate, and will not permit any of its respective Subsidiaries toassume, create incur or suffer to exist, any Lien upon on or with in respect to of any of its properties or assets, Property whether now owned or hereafter acquired, or assign any right to receive income, except for:other than the following (“Permitted Liens”): (a) Liens created pursuant to the any Loan DocumentsDocument; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed described in Schedule 6.01 and any renewals or extensions thereof; provided that (i) such Liens shall secure only the amount of the obligations which they secure on Schedule 8.2 the date hereof and (Existing ii) the property covered thereby is not changed; (c) Excepted Liens); (d) Customary Permitted Liensany Lien on any property or asset of the Borrower or any Subsidiary securing Debt permitted by Section 6.02(q), provided that (i) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary not securing such Debt at the date of the acquisition of such property or asset (other than after-acquired property subjected to a Lien securing Debt and other obligations incurred prior to such date and which Debt and other obligations are permitted hereunder that require a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (ii) such Lien is not created in contemplation of or in connection with such acquisition; (e) purchase money Liens licenses of intellectual property granted by a Warnaco Entity (including in the interest ordinary course of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leasebusiness; (f) Liens solely on any Lien securing xxxx xxxxxxx money deposits made by the renewal, extension, refinancing Borrower or refunding any of its Subsidiaries in connection with any Indebtedness secured by any Lien letter of intent or purchase agreement permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedhereunder; (g) Liens in favor of lessors securing operating leases or, Debt permitted under Section 6.02(n); provided that such Lien is limited to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;applicable insurance contracts; and (h) Liens not otherwise securing Debt permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j6.02(f); provided that (i) such Liens shall only do not at any time encumber Insurance Assets that relate directly to any property other than the Indebtedness property financed by such assets secure Debt and that have an aggregate value (ii) the Debt secured thereby does not in excess of $15,000,000; and (k) other Liens (not covering any Inventoryexceed the cost or fair market value, Accounts or other Receivables of any Loan Party or proceeds of any whichever is lower, of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeproperty being acquired on the date of acquisition.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable or assetsany other Collateral or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (cii) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens);Effective Date, other than liens securing Priority Obligations, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as the Debt secured thereby, (iv) to the extent any Liens permitted by clause (ii) above are terminated (and not replaced, extended or renewed in accordance with clause (iii) above), Liens not otherwise permitted by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien does (and the Debt secured thereby) shall be incurred no later than ninety (90) days after the termination of the Lien permitted by clause (ii) above, and (B) any such Lien shall be granted on the same property (and on any additions to such property or any property taken by the Loan Parties in replacement or substitution for such property) as the terminated Lien, (v) Liens on Related Intellectual Property with Persons that have entered into an agreement, reasonably satisfactory to the Agent, acknowledging the limited license granted to the Collateral Agent in such trademarks or trade names pursuant to the Loan Documents and agreeing to abide by, and not cover interfere with, such limited license; (vi) Liens to secure (A) the Existing Second Lien Notes and any assets Permitted Refinancing Debt with respect thereto and (B) additional Debt of the Borrowers for borrowed money in an aggregate principal amount not subject to exceed, at any time outstanding, the difference between $2,000,000,000 and the sum of (1) the principal amount of Debt outstanding pursuant to the preceding clause (A) and (2) the outstanding balance of the Term Loan, provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) Reserved, (3) such Lien shall be pari passu with or subordinate to the Lien of the Collateral Agent securing the Term Loans, and junior to the Lien securing the Indebtedness being renewedPriority Obligations, extendedin each case pursuant to arrangements reasonably satisfactory to the Agent (including without limitation through joinder to the Existing Intercreditor Agreement and/or the Security Agreement), refinanced or refunded(4) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Collateral Agent shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, pari passu with the Lien of the holder of such Debt pursuant arrangements reasonably satisfactory to the Agent, and (5) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Agent in its Permitted Discretion; (gvii) Liens in favor of lessors securing operating leases orto secure obligations under the First Lien Credit Agreement and other Priority Obligations, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000constituting Permitted Debt; and (kviii) other Liens (not covering arising under or in connection with a Credit Card Royalty Securitization; provided that any Inventory, Accounts or other Receivables of any Liens granted by a Loan Party or proceeds of any of the foregoingpursuant to this clause (viii) not otherwise permitted under this Section 8.2, securing obligations in an amount not shall be limited to exceed $20,000,000 in an aggregate amount outstanding at any timeCredit Card Program Assets.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) (i) Liens created pursuant to the Loan Documents, and (ii) Liens on the Collateral securing any (A) Loan Agreement Refinancing Debt in respect of any Permitted Pari Passu Refinancing Debt or Permitted Junior Lien Refinancing Debt or (B) any New Incremental Notes; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $10,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Customary Permitted Liensstatutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ei) purchase pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capital Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted by to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Borrower or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a Warnaco Entity matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the interest right of a lessor under a Capital Lease set-off) and purchase money which are within the general parameters customary in the banking industry; (m) Liens to which (i) on cash advances in favor of the seller of any property is subject at to be acquired in an Investment permitted pursuant to Sections 8.3(c) to be applied against the time purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Warnaco Entity’s acquisition thereof Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Borrower or promptly thereafter) another Loan Party securing Indebtedness permitted under Section 8.1(e) and limited (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case to after the property purchased with the proceeds Closing Date; provided, that (i) such Lien was not created in contemplation of such purchase money Indebtedness acquisition or subject to such Capital Lease; Person becoming a Subsidiary, (fii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not extend to or cover any other assets not subject or property (other than the proceeds or products thereof and other than after-acquired property subjected to the a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness being renewedsecured thereby is permitted under Section 8.1(f), extended, refinanced (i) or refunded(m) (Indebtedness); (gq) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases orbusiness; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the extent such transactions create a Lien thereunderestablishment of depository relations with banks not given in connection with the issuance of Indebtedness, sale (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and leaseback transactions, its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or the Borrower or any Subsidiary in each case to the extent such operating leases ordinary course of business; (v) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or sale and leaseback transactions are any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (hw) Permitted Exceptions (as defined in the Mortgages); (x) other Liens securing Indebtedness at any time outstanding in an aggregate principal amount not to exceed the greater of $40,000,000 and 1.0% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding; (y) in the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; (z) licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Subsidiaries in the ordinary course of business, which do not interfere in any material respect with the business of the Borrower or such Subsidiary; (aa) Liens not otherwise on the Collateral that are junior to the Liens securing the Obligations in respect of Indebtedness permitted under this Section 8.28.1 (Indebtedness) (s) and (u) and in respect of Note Refinancing Indebtedness; provided, that such junior Liens are subject to a Junior Lien Intercreditor Agreement; (bb) Liens on any amounts held by a trustee under any indenture or other than debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (cc) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (d) of the definition thereof; and (dd) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of the PBGC, arising out Borrower or any Subsidiary of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured Borrower that is 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 Agreement Accounting Principles, with respect to such judgment or award andLoan Party; provided, further, that the Indebtedness secured by any such judgment shall not give rise Liens is evidenced by a note and pledged to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory Administrative Agent pursuant to facilities provided to a Foreign Subsidiary the Pledge and in respect of which all inventory Security Agreement and goods are located outside the United States; (jii) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Subsidiary that is not Loan Party or proceeds in favor of any of the foregoing) Subsidiary that is not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timea Loan Party.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Restatement Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at the time such Liens on are incurred exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group and the No Borrower will notshall, and will not nor shall it permit any of its respective Subsidiaries Restricted Subsidiary to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, except forfor the following: (ai) Liens Xxxxx created pursuant to the any Loan Documents; Document (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)including, which Liens for the avoidance of doubt shall not secure doubt, any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing LiensCash Collateral granted with respect thereto); (dii) Customary Permitted Liens; (eiii) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any Lien on any property is subject at or asset of the time Borrowers or any of their respective Restricted Subsidiaries existing on the date hereof and set forth in Schedule 6.04(b)(iii); provided, that (A) such Lien shall not apply to any other property or asset of the Borrowers or their respective Restricted Subsidiaries except any other additional property or asset of such Warnaco Entity’s acquisition thereof Borrower or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case Restricted Subsidiary to the property purchased with extent such Borrower or Restricted Subsidiary is already an obligor in respect of the proceeds of Indebtedness and has granted a Lien to secure such purchase money Indebtedness or subject to and (l) such Capital LeaseLien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except for any increase in such obligations that is permitted by Section 6.04(a); (fiv) any Lien securing existing on any property or asset prior to the renewal, extension, refinancing or refunding acquisition thereof (including by way of any Permitted Acquisition) by the Borrowers or any of their respective Restricted Subsidiaries or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided, that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (m) such Lien shall not apply to any other property or assets of LiventArcadium or any Restricted Subsidiary thereof and (n) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (v) Liens on fixed or capital assets acquired, constructed or improved by a Borrower or any Restricted Subsidiary; provided, that (A) such security interests secure Indebtedness secured by any Lien permitted by clause (c) or (ev) of this Section 8.2 as long as 6.04(a), (o) such Lien security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (p) the Indebtedness secured thereby does not cover exceed 110% of the cost of acquiring, constructing or improving such fixed or capital assets and (q) such security interests shall not apply to any other property or assets not subject to of the Lien securing the Indebtedness being renewed, extended, refinanced Borrowers or refundedtheir respective Restricted Subsidiaries; (gvi) Liens in favor on property or assets of lessors Restricted Subsidiaries (other than any Mine OpCo Group Member) that are not Domestic Subsidiaries securing operating leases or, to the extent Indebtedness of such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are Foreign Subsidiary permitted hereunderby clause (xvi) of Section 6.04(a); (hvii) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of hereunder which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect relate to such judgment or award andobligations not exceeding $50 million at any time outstanding; provided, further, that any such judgment Liens shall not give rise extend or apply to an Event any assets or property of Default;any Mine OpCo Group Member; and (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (jviii) Liens securing Indebtedness incurred under permitted by clause (xiv) of Section 8.1(j6.04(a); provided provided, that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such underlying assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any are the subject of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timePermitted Factoring or Receivables Transaction.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Restatement Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at any one time exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens on required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group and the Borrower will notCreate incur, and will not permit any of its respective Subsidiaries to, create assume or suffer to exist, exist any Lien upon or with respect to any of its properties or assetsassets (including the stock of its Subsidiaries), whether now owned or hereafter acquired, or assign any right to receive income, except forexcept: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 Date; (Existing Liensii) Liens created by the First Mortgage Indentures, so long as by the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will arise upon the occurrence of an Unmatured Default or Event of Default hereunder; provided, however, that the aggregate principal amount of securities issued by NGC under its First Mortgage Indenture shall in no event exceed (i) $320,000,000 plus (ii) the aggregate principal amount of such additional securities as may be issued to finance the costs of acquiring or constructing assets hereafter acquired or constructed (or to refinance such costs within 180 days of the incurrence thereof); (diii) Customary with respect to such Principal Subsidiary, “Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including ” or “Permitted Encumbrances” under the interest of a lessor under a Capital Lease and purchase money Liens First Mortgage Indenture to which any property such Principal Subsidiary is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactionsparty, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderLiens do not secure Debt of such Principal Subsidiary; (hiv) any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by the Borrower or any Principal Subsidiary and any Lien on any assets existing at the time of acquisition thereof by the Borrower or such Principal Subsidiary or created within 180 days from the date of completion of such acquisition or construction; provided that, such Lien shall at all times be confined solely to the assets so acquired or constructed and any additions thereto; (v) any existing Liens on assets now owned by the Borrower or any Principal Subsidiary and Liens existing on assets of a corporation or other going concern when it is merged into or with the Borrower or such Principal Subsidiary or when substantially all of its assets are acquired by the Borrower or such Principal Subsidiary; provided that such Liens shall at all times be confined solely to such assets, or if such assets constitute a utility system, additions to or substitutions for such assets; (vi) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall resulting from legal proceedings being contested in good faith be prosecuting an appeal by appropriate legal or administrative proceedings for review by the Borrower or any Principal Subsidiary, and in respect of as to which it shall have secured the Borrower or such Principal Subsidiary, to the extent required by generally accepted accounting principles applied on a subsisting stay of execution pending such appeal or proceedings for review; provided it consistent basis, shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (ivii) Liens on any bills created in favor of lading, airway bills, receipts and the other applicable documents of title (and inventory and goods covered thereby) delivered contracting party in connection with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesadvance or progress payments; (jviii) any Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables favor of any Loan Party state of the United States or proceeds any political subdivision of any such state, or any agency of any such state or political subdivisions, or trustee acting on behalf of holders of obligations issued by any of the foregoing or any financial institutions lending to or purchasing obligations of any of the foregoing, which Lien is created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto; (ix) not Liens resulting from conditional sale agreements, capital leases or other title retention agreements; (x) with respect to pollution control bond financings, Liens on funds, accounts and other similar intangibles of the Borrower or any Principal Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority and pledges of the Borrower’s or such Principal Subsidiary’s interest, if any, in any bonds issued pursuant to such financings to a letter of credit bank or bond issuer or similar credit enhancer; (xi) Liens granted on accounts receivable and Regulatory Assets in connection with financing transactions, whether denominated as sales or borrowings; (xii) Liens on the stock of NGC; (xiii) Liens on the assets of, or the stock issued by, any Subsidiary of the Borrower created to hold generating assets if such Liens are created to secure nonrecourse Debt incurred to acquire, construct or otherwise develop such generating assets; (xiv) Liens created to secure Debt of a transmission company Subsidiary of the Borrower with respect to assets transferred to such transmission company by another Subsidiary of the Borrower; (xv) any other Liens incurred in the ordinary course of business otherwise than to secure Debt; (xvi) any extension, renewal or replacement of Liens permitted under this Section 8.2by clauses (i), securing obligations in an (iii) through (v) and (vii) through (xiv); provided, however, that the principal amount not of Debt secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Debt so secured and that such extension, renewal or replacement shall be limited to exceed $20,000,000 in an aggregate amount outstanding at any timeall or a part of the property that secured the Lien so extended, renewed or replaced or to other property of no greater value than the property that secured the Lien so extended, renewed or replaced.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable, Pharmacy Receivables or assetsany other Collateral (as defined in the Guarantee and Collateral Agreement as in effect on the Effective Date) or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens);described in the Perfection Certificate, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded;Debt secured thereby, (giv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderany Liens permitted by clause (ii) above are terminated (and not replaced, sale and leaseback transactionsextended or renewed in accordance with clause (iii) above), in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien (and the Debt secured thereby) shall be incurred no later than in favor ninety (90) days after the termination of the PBGCLien permitted by clause (ii) above, arising out of judgments or awards in respect of which and (B) any such Lien shall be granted on the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review same property (and in respect of which it 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 Agreement Accounting Principles, with respect any additions to such judgment property or award and; provided, further, that any property taken by the Loan Parties in replacement or substitution for such judgment shall not give rise to an Event of Default;property) as the terminated Lien, (iv) Liens on any bills of ladingRelated Intellectual Property with Persons that have entered into an agreement, airway billsreasonably satisfactory to the Agent, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect acknowledging the limited license granted to letters of credit issued for the benefit of suppliers of inventory Co-Collateral Agents in such trademarks or trade names pursuant to facilities provided the Loan Documents and agreeing to a Foreign Subsidiary abide by, and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that not interfere with, such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000limited license; and (kvi) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any to secure Debt of the foregoing) not otherwise permitted under this Section 8.2Borrowers for borrowed money, securing obligations in an aggregate principal amount not to exceed $20,000,000 in an aggregate amount outstanding 2,000,000,000 at any timetime outstanding, provided, that, (A) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (B) the Pro Forma Uncapped Excess Availability Condition has been satisfied after giving effect to the incurrence of any such Debt, (C) such Lien shall be subordinate to the Lien of the Co-Collateral Agents and the holder of such Lien shall have entered into an intercreditor agreement substantially in the form of Exhibit F hereto, or such other form as the Co-Collateral Agents may reasonably agree, and (D) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Co-Collateral Agents shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, subordinate to the Lien of the holder of such Debt pursuant to an intercreditor agreement substantially in the form of Exhibit G hereto, or such other form as the Co-Collateral Agents may reasonably agree, and (E) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Co-Collateral Agents in their Permitted Discretion.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Consolidated Subsidiaries to, to create or suffer to exist, any Lien upon on or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (ci) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)date hereof; (dii) Customary Permitted Liensany Lien existing on any asset of any corporation at the time such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (eiii) purchase money Liens granted by a Warnaco Entity any Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any 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; (including the interest iv) any Lien on any asset of a lessor under a Capital Lease and purchase money Liens to which any property is subject corporation existing at the time such corporation is merged into or consolidated with the Company or a Consolidated Subsidiary and not created in contemplation of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leaseevent; (fv) any Lien securing existing on any asset prior to the renewalacquisition thereof by the Company or a Consolidated Subsidiary and not created in contemplation of such acquisition; (vi) 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 and the principal component of such capitalized lease obligation is not increased; (vii) Liens arising 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; (viii) any Lien arising out of the refinancing, extension, refinancing renewal or refunding of any Indebtedness Debt secured by any Lien permitted by clause (c) or (e) any of the foregoing clauses of this Section 8.2 as long as Section, PROVIDED that such Lien does Debt is not cover increased and is not secured by any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedadditional assets; (gix) 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 favor the ordinary course of lessors securing operating leases orbusiness in connection with workmen's compensation, unemployment insurance and other similar laws, Liens to secure surety, appeal and performance bonds and other similar obligations not incurred in connection with the extent borrowing of money, and attachment, judgment and other similar Liens arising in connection with court proceedings so long as the enforcement of such transactions create a Lien thereunder, sale Liens is effectively stayed and leaseback transactions, the claims secured thereby are being contested in each case to the extent such operating leases or sale and leaseback transactions are permitted hereundergood faith by appropriate proceedings; (hx) Liens not otherwise permitted under by the foregoing clauses of this Section 8.2, other than securing Debt in favor an aggregate principal amount at any time outstanding not to exceed 10% of the PBGC, arising out Consolidated net worth of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review Company and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000Consolidated Subsidiaries; and (kxi) other any Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations on property arising in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeconnection with a securities repurchase transaction.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) (i) Liens created pursuant to the Loan Documents, and (ii) Liens on the Collateral securing any (A) Loan Agreement Refinancing Debt in respect of any Permitted Pari Passu Refinancing Debt or Permitted Junior Lien Refinancing Debt or (B) any New Incremental Notes; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $10,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Customary Permitted Liensstatutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ei) purchase pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capital Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted by to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Borrower or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a Warnaco Entity matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the interest right of a lessor under a Capital Lease set-off) and purchase money which are within the general parameters customary in the banking industry; (m) Liens to which (i) on cash advances in favor of the seller of any property is subject at to be acquired in an Investment permitted pursuant to Section 8.3(c) to be applied against the time purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Warnaco Entity’s acquisition thereof Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Borrower or promptly thereafter) another Loan Party securing Indebtedness permitted under Section 8.1(e) and limited (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case to after the property purchased with the proceeds Closing Date; provided, that (i) such Lien was not created in contemplation of such purchase money Indebtedness acquisition or subject to such Capital Lease; Person becoming a Subsidiary, (fii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not extend to or cover any other assets not subject or property (other than the proceeds or products thereof and other than after-acquired property subjected to the a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness being renewedsecured thereby is permitted under Section 8.1(f), extended, refinanced (i) or refunded(m) (Indebtedness); (gq) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases orbusiness; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the extent such transactions create a Lien thereunderestablishment of depository relations with banks not given in connection with the issuance of Indebtedness, sale (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and leaseback transactions, its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or the Borrower or any Subsidiary in each case to the extent such operating leases ordinary course of business; (v) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or sale and leaseback transactions are any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (hw) Permitted Exceptions (as defined in the Mortgages); (x) other Liens securing Indebtedness at any time outstanding in an aggregate principal amount not to exceed the greater of $40,000,000 and 1.0% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding; (y) in the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; (z) licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Subsidiaries in the ordinary course of business, which do not interfere in any material respect with the business of the Borrower or such Subsidiary; (aa) Liens not otherwise on the Collateral that are junior to the Liens securing the Obligations in respect of Indebtedness permitted under this Section 8.28.1(Indebtedness) (s) and (u) and in respect of Note Refinancing Indebtedness; provided, that such junior Liens are subject to a Junior Lien Intercreditor Agreement; (bb) Liens on any amounts held by a trustee under any indenture or other than debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (cc) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (d) of the definition thereof; and (dd) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of the PBGC, arising out Borrower or any Subsidiary of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured Borrower that is 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 Agreement Accounting Principles, with respect to such judgment or award andLoan Party; provided, further, that the Indebtedness secured by any such judgment shall not give rise Liens is evidenced by a note and pledged to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory Administrative Agent pursuant to facilities provided to a Foreign Subsidiary the Pledge and in respect of which all inventory Security Agreement and goods are located outside the United States; (jii) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Subsidiary that is not Loan Party or proceeds in favor of any of the foregoing) Subsidiary that is not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timea Loan Party.

Liens, Etc. Each of Group and the Borrower will notIssue, and will not assume or guarantee, or permit any of its respective Subsidiaries toowning Restricted Property to issue, create assume or suffer to existguarantee, any Lien upon Covenant Debt (as defined below) secured by Liens on or with respect to any Restricted Property without effectively providing that its obligations to the Lenders under this Agreement and any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomethe Notes shall be secured equally and ratably with such Covenant Debt so long as such Covenant Debt shall be so secured, except forthat the foregoing shall not apply to: (ai) Liens created pursuant to affecting property of the Loan DocumentsCompany or any of its Subsidiaries existing on the Effective Date or of any Person existing at the time it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or a Subsidiary of the Company; (bii) Liens granted by a Foreign Subsidiary on property of Group securing the Indebtedness permitted under Section 8.1(g)Company or its Subsidiaries existing at the time of acquisition thereof or incurred to secure the payment of all or part of the purchase price thereof or to secure Covenant Debt incurred prior to, which Liens at the time of or within 24 months after acquisition thereof for the avoidance purpose of doubt shall not secure any Indebtedness under this Agreementfinancing all or part of the purchase price thereof; (ciii) Liens existing on property of the Closing Date and disclosed on Schedule 8.2 Company or its Subsidiaries (Existing Liens)in the case of property that is, in the opinion of the board of directors of the Company, substantially unimproved for the use intended by the Company) to secure all or part of the cost of improvement thereof, or to secure Covenant Debt incurred to provide funds for any such purpose; (div) Customary Permitted LiensLiens which secure only Covenant Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (ev) Liens in favor of the United States of America, any State, any foreign country, or any department, agency, instrumentality, or political subdivisions of any such jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Covenant Debt incurred for the purpose of financing all or any part of the purchase money Liens granted by a Warnaco Entity (including price or cost of constructing or improving the interest of a lessor under a Capital Lease and purchase money property subject thereto, including, without limitation, Liens to which secure Covenant Debt of the pollution control or industrial revenue bond type; or (vi) any property is subject extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) to (v) inclusive of any Covenant Debt secured thereby, provided that the principal amount of Covenant Debt secured thereby shall not exceed the principal amount of Covenant Debt so secured at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) replacement, and that such extension, renewal or replacement Lien shall be limited in each case to all or part of the property purchased with which secured the proceeds of Lien extended, renewed or replaced (plus improvements on such purchase money Indebtedness property); provided, however, that, the Company and any one or subject to such Capital Lease; (f) any Lien securing the renewalmore Subsidiaries owning Restricted Property may issue, extension, refinancing assume or refunding of any Indebtedness guarantee Covenant Debt secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not Liens which would otherwise be subject to the Lien securing foregoing restrictions in an aggregate principal amount which, together with the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor aggregate outstanding principal amount of lessors securing operating leases or, all other Covenant Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case foregoing restrictions (not including Covenant Debt permitted to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted be secured under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; clause (i) through (vi) above), does not at the time such Liens on are incurred, exceed 10% of the Net Tangible Assets of the Company and its Consolidated Subsidiaries; and provided further that the following type of transaction, among others, shall not be deemed to create Covenant Debt secured by Liens: Liens required by any bills contract or statute in order to permit the Company or any of lading, airway bills, receipts and other applicable documents its Subsidiaries to perform any contract or subcontract made by it with or at the request of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess States of $15,000,000; and (k) other Liens (not covering America, any Inventoryforeign country or any department, Accounts agency or other Receivables of any Loan Party or proceeds instrumentality of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeforegoing jurisdictions.

Liens, Etc. Each of Group and the Borrower will The Company shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $5,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Customary Permitted Liensstatutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ei) purchase pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted by to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Company or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a Warnaco Entity matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the interest right of a lessor under a Capital Lease set-off) and purchase money which are within the general parameters customary in the banking industry; (m) Liens to which (i) on cash advances in favor of the seller of any property is subject at to be acquired in an Investment permitted pursuant to Sections 8.3(c) to be applied against the time purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Warnaco Entity’s acquisition thereof Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Company or promptly thereafter) another Loan Party securing Indebtedness permitted under Section 8.1(e) and limited (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case to after the property purchased with date hereof (other than Liens on the proceeds Equity Interests of any Person that becomes a Subsidiary); provided that (i) such Lien was not created in contemplation of such purchase money Indebtedness acquisition or subject to such Capital Lease; Person becoming a Subsidiary, (fii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not extend to or cover any other assets not subject or property (other than the proceeds or products thereof and other than after-acquired property subjected to the a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness being renewedsecured thereby is permitted under Section 8.1(f), extended, refinanced (i) or refunded(m) (Indebtedness); (gq) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Company or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases orbusiness; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the extent such transactions create a Lien thereunderestablishment of depository relations with banks not given in connection with the issuance of Indebtedness, sale (ii) relating to pooled deposit or sweep accounts of the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and leaseback transactions, its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or the Company or any Subsidiary in each case to the extent such operating leases ordinary course of business; (v) Liens solely on any xxxx xxxxxxx money deposits made by the Company or sale and leaseback transactions are any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (hw) Liens not otherwise permitted under this Section 8.2, other than Permitted Exceptions (as defined in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultMortgages); (ix) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have at any time outstanding in an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an principal amount not to exceed $20,000,000 25,000,000; (y) in an aggregate amount outstanding at the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; and (z) licenses, sublicenses or similar rights to use any timepatent, trademark, copyright or other intellectual property right granted to others by the Company or any of its Subsidiaries in the ordinary course of business, which do not interfere in any material respect with the business of the Company or such Subsidiary.

Liens, Etc. Each of Group and the Borrower will notWill not create, and will not incur, assume or suffer to exist, or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens granted by outstanding on the First Amendment Effective Date and described in a Warnaco Entity writing delivered to the Administrative Agent and the Lenders on or before the First Amendment Effective Date (including the interest of a lessor under a Capital Lease “Existing Liens”), and purchase money Liens to any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property is subject at of the time Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such Warnaco Entity’s acquisition thereof or promptly thereafterbusiness to replace property covered by Existing Liens, and (3) securing Indebtedness permitted under Section 8.1(e) and limited in each case de minimis other property incidental to the property purchased with the proceeds of such purchase money Indebtedness referred to in clause (1) or subject to such Capital Lease(2) above; (fiii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedPurchase Money Liens; (giv) Liens on properties of (X) any SLS Entity or any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other Subsidiary of the Company principally engaged in favor the business of lessors securing operating leases orfinance, to the extent such transactions create a Lien thereunderbanking, sale and leaseback transactionscredit, in each case to the extent such operating leases leasing, insurance or sale and leaseback transactions are permitted hereunderother similar operations; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iv) Liens on any bills properties of ladingSubsidiaries of the Company, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods properties are located outside the United StatesStates of America; (jvi) Liens securing Indebtedness incurred under Section 8.1(j); provided that such COLI Debt; (vii) Liens shall only encumber Insurance Assets that relate directly to on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of such assets secure and that have an aggregate value not in excess partnerships or joint ventures, or of $15,000,000Subsidiaries of such partnerships or joint ventures; and (kviii) other Liens (not covering any Inventory, Accounts securing an aggregate principal amount of Indebtedness or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 750,000,000 at any time.time outstanding. ;

Liens, Etc. Each of Group The Parent and the Borrower will Borrowers shall not, and will shall not permit any of its respective Restricted Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Restricted Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments securing the Obligations; (b) Liens granted by a Foreign Subsidiary of Group securing existing on the Indebtedness permitted under Section 8.1(g), which Liens for Effective Date and (x) disclosed on Schedule 8.2 or (y) incurred in accordance with the avoidance of doubt shall not secure any Indebtedness under this Existing Credit Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity securing Indebtedness permitted under Section 8.1(d): (including i) in assets that are not Collateral (other than equipment); or (ii) in property subject to and acquired, constructed or improved with the interest proceeds of a lessor under a Capital Lease and or purchase money Liens to which Indebtedness (including any sale and leaseback transaction permitted under Section 8.13), in each case if (A) the Indebtedness secured thereby is incurred within 90 days after the date of such acquisition, construction or improvement of such property is subject and does not exceed the lesser of the cost or Fair Market Value of such property at the time of such Warnaco Entity’s acquisition thereof acquisition, construction or promptly thereafterimprovement and (B) securing Indebtedness permitted under Section 8.1(e) and limited in each case such Liens do not apply to the any other property purchased with the (other than proceeds of such purchase money Indebtedness acquired, constructed or subject to such Capital Lease;improved property) or assets of the Parent or any of its Restricted Subsidiaries. (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness (other than the NO 105 Indebtedness) secured by any Lien disclosed on Schedule 8.2 permitted by clause (cb) or (e) of this Section 8.2 as long as such Lien does not cover above without any material change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale not prohibited hereunder; (g) Liens arising out of judgments or awards and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereundernot constituting an Event of Default under Section 9.1(g); (h) Liens not otherwise permitted under this Section 8.2encumbering inventory, other than work-in-process and related property in favor of the PBGC, arising out of judgments customers or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review suppliers securing obligations and in respect of which it 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 Agreement Accounting Principles, with respect other liabilities (other than Indebtedness) to such judgment customers or award and; provided, further, that any suppliers to the extent such judgment shall not give rise to an Event Liens are granted in the ordinary course of Defaultbusiness and are consistent with past business practices; (i) Liens on any bills pledged cash of lading, airway bills, receipts the Parent and other applicable documents its Restricted Subsidiaries required for notional cash pooling arrangements in the ordinary course of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesbusiness; (j) [reserved]; (k) Liens securing Indebtedness incurred insurance premium financing permitted under Section 8.1(j) under customary terms and conditions; provided that no such Lien may extend to or cover any property other than the insurance being acquired with such financing, the proceeds thereof and any unearned or refunded insurance premiums related thereto; (l) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of the Parent or any Restricted Subsidiary of the Parent; provided, however, that the aggregate outstanding amount of all such obligations and liabilities secured by such Liens shall not exceed $25,000,000.00 at any time; (m) Liens on the Amazon and the Amazon Equipment securing Amazon Permitted Debt; (n) Liens securing reimbursement obligations in respect of “Extended Letters of Credit” (as defined in the Existing Credit Agreement) and Liens securing reimbursement obligations in respect of Extended Letters of Credit; (o) Liens on receivables and related rights sold or purported to be sold pursuant to any Alternate Program in accordance with Section 8.4(k) (or any document executed by the Parent or any Restricted Subsidiary of the Parent in connection therewith); (p) Liens on any L/C Facility Cash Collateral Account (as defined in the Existing Credit Agreement), Revolver Cash Collateral Account (as defined in the Existing Credit Agreement), any Cash Collateral Account (as defined in the Existing Letter of Credit Agreement) or any Revolver Cash Collateral Account and all amounts on deposit therein; (q) Liens on Collateral (as defined in the Senior Intercreditor Agreement) and other assets required to constitute Collateral hereunder and Liens on Separate Collateral (as defined in the Existing Collateral Agency and Intercreditor Agreement) in each case subject to the Existing Collateral Agency and Intercreditor Agreement; provided that such Liens shall only encumber Insurance Assets that relate directly on Collateral are also subject to the Senior Intercreditor Agreement; (r) [reserved]; (s) Liens on cash, bank accounts and accounts receivable securing Indebtedness such assets secure described in Section 8.1(o) and reimbursement or other obligations with respect to unmatured or undrawn, as applicable, Performance Guarantees; provided that have an the aggregate value amount of cash, bank accounts and accounts receivable securing Performance Guarantees shall not in excess of exceed $15,000,000300,000,000.00 at any time; and (kt) other Liens on Collateral securing Refinancing Senior Notes Indebtedness that are subject to the Junior Intercreditor Agreement. Without limiting the foregoing limitations, (x) unless the NO 105 is a Mortgaged Vessel, the Parent and the Borrowers shall not, and shall not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the NO 105 or (ii) assign any right to receive income with respect to the NO 105, in either case to secure Indebtedness for borrowed money other than NO 105 Indebtedness and (y) the Parent and the Borrowers shall not, and shall not permit any of their respective Subsidiaries to (i) create or suffer to exist any Lien upon or with respect to the Altamira Yard or (ii) assign any right to receive income with respect to the Altamira Yard, in either case to secure Indebtedness for borrowed money other than hereunder. Notwithstanding the foregoing, the basket amounts set forth in clauses (l) not otherwise permitted under this Section 8.2, securing obligations in an and (s) shall be reduced by the amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeof such Liens existing on the Effective Date while such Liens exist.

Liens, Etc. Each of Group and the Borrower will notCreate, and will not permit incur, assume or suffer to exist any Lien upon any of its respective Subsidiaries toproperty, create assets or suffer to exist, any Lien upon or with respect to any of its properties or assetsrevenues, whether now owned or hereafter acquired, or assign any right to receive income, except forother than the following: (a) Liens created pursuant to the any Loan DocumentsDocument; (b) Liens granted existing on the date hereof and listed on Schedule 6.01 to the Disclosure Letter and any renewals or extensions thereof, provided that (i) the property covered thereby is not increased, (ii) the amount secured or benefited thereby is not increased, except by an amount equal to a Foreign Subsidiary of Group securing reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, and any accrued and unpaid interest payable, in connection with the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure refinancing thereof and by an amount equal to any Indebtedness under this Agreementexisting commitments unutilized thereunder; (c) Liens existing for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)books of the applicable Person in accordance with GAAP; (d) Customary Permitted Lienscarriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) purchase money Liens granted pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by a Warnaco Entity ERISA (including the interest pledges or deposits securing liabilities for reimbursement or indemnity arrangements and letter of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof credit or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased bank guaranty reimbursement arrangements with the proceeds of such purchase money Indebtedness or subject to such Capital Leaserespect thereto); (f) any Lien securing deposits to secure the renewalperformance of bids, extensiontrade contracts and leases (other than Indebtedness), refinancing or refunding statutory obligations, surety and appeal bonds, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance bonds and other obligations of any Indebtedness secured a like nature (including obligations imposed by any Lien permitted by clause the applicable laws of foreign jurisdictions (cexclusive of obligations for the payment of borrowed money)) or (e) incurred in the ordinary course of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedbusiness; (g) Liens in favor of lessors securing operating leases oreasements, to the extent such transactions create a Lien thereunderrights-of-way, sale restrictions, municipal, building and leaseback transactionszoning ordinances and other similar encumbrances affecting real property which, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens aggregate, do not otherwise permitted under this Section 8.2, other than in favor materially interfere with the conduct of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any business of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.Borrower and its Subsidiaries;

Liens, Etc. Each of Group and the The U.S. Borrower will shall not, and will shall not permit any of its respective Material Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (ci) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 6.04(a) (Existing Liens); (dii) Customary Permitted LiensLiens of the U.S. Borrower and the U.S. Borrower’s Material Subsidiaries; (eiii) purchase money Liens granted by a Warnaco Entity the U.S. Borrower or any Material Subsidiary of the U.S. Borrower (including the interest of a lessor under a Liens arising pursuant to Capital Lease Leases and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof mortgages or promptly thereafter) security interests securing Indebtedness permitted under Section 8.1(erepresenting or financing the purchase price of equipment (or improvements to existing equipment) acquired by the U.S. Borrower or any Material Subsidiary of the U.S. Borrower) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fiv) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (ci) or (eiii) of above or this Section 8.2 as long as such Lien does not cover clause (iv) without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (ivi) Liens on any bills tangible or intangible asset or property of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect securing the Foreign Credit Lines of which all inventory and goods are located outside the United Statessuch Foreign Subsidiary or a refinancing thereof; (jvii) Liens securing created in connection with a Receivables Transaction; provided, however, that the aggregate outstanding amount of all Indebtedness incurred under Section 8.1(j); provided that secured by such Liens shall only encumber Insurance Assets that relate directly created pursuant to the Indebtedness such assets secure and that have an aggregate value this paragraph (vii) does not in excess of exceed $15,000,000500,000,000; and (kviii) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) that are not otherwise permitted under by the foregoing clauses of this Section 8.2, 6.04(a) securing obligations in an or other liabilities of any Subsidiary; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not to exceed $20,000,000 in an aggregate amount outstanding 100,000,000 at any time.

Liens, Etc. Each None of Group and the Borrower will notBorrowers shall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Borrowers and the Borrowers' Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrowers or any of their respective Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of any Borrower's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (hf) Liens not otherwise permitted under this Section 8.2, other than on assets that are acquired in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured connection with 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 Agreement Accounting Principles, with respect to such judgment or award andPermitted Acquisition; provided, furtherhowever, that any such judgment Lien is not incurred in connection with Indebtedness incurred in contemplation of such Permitted Acquisition; 98 (g) Liens granted in connection with Indebtedness permitted under Section 8.1(l) and limited in each case to the Securitization Assets transferred or assigned pursuant to the related Securitization Facility; (h) Liens securing Indebtedness of Subsidiaries of the Company permitted under Section 8.1(o); provided, however, that the Dollar Equivalent of the aggregate principal amount of such Indebtedness that may be secured by Liens pursuant to this clause (h) shall not give rise to an Event of Default;exceed $25,000,000 at any time; and (i) Liens on any bills Lien securing the Permitted Refinancing of ladingany Indebtedness secured by any Lien permitted by clause (b), airway bills(d), receipts (g) or (h) above or this clause (i) without any change in the assets subject to such Lien and other applicable documents of title to the extent such Permitted Refinancing is permitted by Section 8.1(s) (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesIndebtedness); (j) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables liabilities of any Loan Party or proceeds of any Party; provided, however, that the Dollar Equivalent of the foregoing) aggregate principal amount of all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 50,000,000 at any time.

Liens, Etc. Each of Group and the Borrower TNCLP will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementAgreement and disclosed on Schedule 8.2; (c) Customary Permitted Liens existing on the Closing Date of TNCLP and disclosed on Schedule 8.2 (Existing Liens)its Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity TNCLP or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of TNCLP’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(c) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (ed) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewedsuch Lien; (f) Liens in favor of lessors, extended, refinanced sublessors or refundedlicensors under any lease or license otherwise permitted by this Agreement; (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities of any Loan Party; provided, however, that the aggregate outstanding amount of such obligations and liabilities secured by such Liens shall not exceed $1,000,000 at any time; (h) Liens which are licenses and sub-licenses granted to Persons that are not Affiliates of TNCLP or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases or, business and not interfering in any material respect with the business and operations of TNCLP or any of its Subsidiaries; (i) Liens pursuant to the extent such transactions create a Senior Secured Note Indenture and the Senior Second Lien thereunderNote Indenture which, sale with respect to the Collateral, shall be junior to the Administrative Agent’s Lien on the Collateral pursuant to the Collateral Documents and, in each case, shall be subject to one or more intercreditor agreements in form and leaseback transactionssubstance reasonably acceptable to the Administrative Agent, in each case to the extent such operating leases or sale securing Guaranty Obligations permitted to be incurred by Section 8.1(j) and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than solely to the extent respectively required by the Senior Secured Note Indenture and the Senior Second Lien Note Indenture as in favor of effect on the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award andEffective Date; provided, furtherhowever, that any such judgment shall not give rise Liens incurred pursuant to an Event of Default; this clause (i) Liens on any bills shall only be permitted at such time as the Borrower and TNCLP and their respective Subsidiaries shall be wholly-owned indirect subsidiaries of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;Terra Industries; and (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds on property of any of TNCLP and its Subsidiaries (other than property subject to Liens under the foregoingCollateral Documents) not otherwise permitted under this Section 8.2, securing obligations in an amount not favor of Terra Industries or any of its Subsidiaries to exceed $20,000,000 in an aggregate amount outstanding at secure Indebtedness owing to Terra Industries or any timeof its Subsidiaries.

Liens, Etc. Each None of Group and the Holdings or any Borrower will notshall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of Holdings, the Company and the Company's Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Company or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of the Company's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under clauses(d) and (n) of Section 8.1(e8.1 (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or clause (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does and to the extent such renewal, extension, refinancing or refunding is permitted by Section 8.1(e) (Indebtedness); (f) any Lien securing Non-Recourse Indebtedness permitted pursuant to Section 8.1(k) (Indebtedness); provided, however, that (i) such Lien exists at the time of AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY the Permitted Acquisition relating to such Non-Recourse Indebtedness and is not cover any created in contemplation of or in connection with such Permitted Acquisition, (ii) such Lien secures solely fixed assets not acquired (or fixed assets of Persons acquired) as part of such Permitted Acquisition and no assets constituting Collateral immediately prior to such Permitted Acquisition are subject to such Lien and (iii) each of the aggregate fair market value of all assets subject to any such Lien securing and the aggregate Non-Recourse Indebtedness being renewed, extended, refinanced or refundedsecured by all such Liens shall not exceed $25,000,000 at any time; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise on the Stock and Stock Equivalents of Permitted Joint Ventures to secure Indebtedness permitted under this pursuant to Section 8.2, 8.1(j) (Indebtedness) if no holder of such Indebtedness has or could have upon the occurrence of any contingency any recourse against any Loan Party or any assets of any Loan Party (other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review such Stock and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewStock Equivalents); provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills not otherwise permitted by the foregoing clauses of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens this Section 8.2 securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts obligations or other Receivables liabilities of any Loan Party or proceeds of any Party; provided, however, that the Dollar Equivalent of the foregoing) aggregate outstanding amount of all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 5,000,000 at any time.

Liens, Etc. Each of No Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, Member shall create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign any right to receive incomeincome or profits, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of Group Members; (ed) purchase money or mortgage Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) or Section 8.1(k) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money or mortgage Indebtedness or subject to such Capital LeaseLease or assumed in connection with the Acquisition; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens in favor of lessors securing operating leases (to the extent such operating leases are permitted hereunder) or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions; (g) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities (other than Indebtedness) of any Loan Party; provided, however, that the Dollar Equivalent of the aggregate outstanding amount of all such obligations and liabilities shall not exceed $25,000,000 at any time; (h) any Lien in respect of Indebtedness permitted under Section 8.1(k) (Indebtedness), limited in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor property of the PBGC, arising out Person or the assets acquired with the proceeds of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultIndebtedness; (i) Liens on any bills arising in connection with the sale or disposition of lading, airway bills, receipts and other applicable documents Accounts permitted under Section 8.4(a) (Sale of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesAssets); (j) Liens securing Indebtedness incurred under pursuant to Section 8.1(j8.1(o) (Indebtedness), limited in each case to property other than Collateral; (k) any Lien on hospital facilities securing obligations not constituting Indebtedness provided, however, that the aggregate appraised value of all hospital facilities that are subject to Liens permitted by this clause (k) shall not at any time exceed $75,000,000; (l) Liens on inventory not constituting Collateral, securing trade payables incurred in the ordinary course of business; provided provided, however, that the aggregate book value of all such inventory that is subject to Liens permitted by this clause (l) shall only encumber Insurance Assets that relate directly not at any time exceed $30,000,000; AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION (m) Liens securing Indebtedness incurred pursuant to the Indebtedness such assets secure and that have an aggregate value not Section 8.1(q) (Indebtedness), limited in excess of $15,000,000each case to property other than Collateral; and (kn) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any in favor of the foregoingBorrower or any Guarantor securing Indebtedness permitted by Section 8.1(f) not otherwise permitted under this Section 8.2(Indebtedness), securing obligations limited in an amount not each case to exceed $20,000,000 in an aggregate amount outstanding at any timeproperty other than Collateral.

Liens, Etc. Each None of Group and the Holdings or any Borrower will notshall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents;; 129 CREDIT AGREEMENT SWIFT & COMPANY (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of Holdings, the Company and the Company's Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Company or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of the Company's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does and to the extent such renewal, extension, refinancing or refunding is permitted by Section 8.1(e) (Indebtedness); (f) any Lien securing Non-Recourse Indebtedness permitted pursuant to Section 8.1(l) (Indebtedness); provided, however, that (i) such Lien exists at the time of the Permitted Acquisition relating to such Non-Recourse Indebtedness and is not cover any created in contemplation of or in connection with such Permitted Acquisition, (ii) such Lien secures solely fixed assets not acquired (or fixed assets of Persons acquired) as part of such Permitted Acquisition and no assets constituting Collateral immediately prior to such Permitted Acquisition are subject to such Lien and (iii) each of the aggregate fair market value of all assets subject to any such Lien securing and the aggregate Non-Recourse Indebtedness being renewed, extended, refinanced or refundedsecured by all such Liens shall not exceed $25,000,000 at any time; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise on the Stock and Stock Equivalents of Permitted Joint Ventures to secure Indebtedness permitted under this pursuant to Section 8.2, 8.1(j) (Indebtedness) if no holder of such Indebtedness has or could have upon the occurrence of any contingency any recourse against any Loan Party or any assets of any Loan Party (other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review such Stock and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewStock Equivalents); provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills not otherwise permitted by the foregoing clauses of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens this Section 8.2 securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts obligations or other Receivables liabilities (other than Indebtedness) of any Loan Party or proceeds of any Party; provided, however, that the Dollar Equivalent of the foregoing) aggregate outstanding amount of all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 5,000,000 at any time.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable, Pharmacy Receivables or assetsany other Collateral (as defined in the Guarantee and Collateral Agreement as in effect on the Effective Date) or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens);described in the Perfection Certificate, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as the Debt secured thereby, (iv) to the extent any Liens permitted by clause (ii) above are terminated (and not replaced, extended or renewed in accordance with clause (iii) above), Liens not otherwise permitted by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien does (and the Debt secured thereby) shall be incurred no later than ninety (90) days after the termination of the Lien permitted by clause (ii) above, and (B) any such Lien shall be granted on the same property (and on any additions to such property or any property taken by the Loan Parties in replacement or substitution for such property) as the terminated Lien, (v) Liens on Related Intellectual Property with Persons that have entered into an agreement, reasonably satisfactory to the Agent, acknowledging the limited license granted to the Co-Collateral Agents in such trademarks or trade names pursuant to the Loan Documents and agreeing to abide by, and not cover interfere with, such limited license; (vi) Liens to secure (A) the Existing Second Lien Notes and any assets Permitted Refinancing Debt with respect thereto and (B) additional Debt of the Borrowers for borrowed money in an aggregate principal amount not subject to exceed, at any time outstanding, the difference between $2,000,000,000 and the principal amount of Debt outstanding pursuant to the preceding clause (A), provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) in the case of clause (B) only, the Pro Forma and Projected Capped Excess Availability is at least 15% of the Line Cap at the time of incurrence of such Debt, (3) such Lien shall be subordinate to the Lien securing of the Indebtedness being renewedCo-Collateral Agents and the holder of such Lien shall have entered into an intercreditor agreement substantially in the form of the Existing Intercreditor Agreement, extendedor such other form as the Co-Collateral Agents may reasonably agree, refinanced (4) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Co-Collateral Agents shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, subordinate to the Lien of the holder of such Debt pursuant to an intercreditor agreement substantially in the form of Exhibit F hereto, or refunded;such other form as the Co-Collateral Agents may reasonably agree, and (5) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Co-Collateral Agents in their Permitted Discretion; and (gvii) Liens to secure Pari Passu Notes provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) the Pro Forma and Projected Capped Excess Availability is at least 15% of the Line Cap at the time of incurrence of such Debt and after giving effect thereto, (3) such Lien shall be pari passu with the Lien of the Co-Collateral Agents and the holder of such Lien shall have entered into an intercreditor agreement reasonably satisfactory in favor of lessors securing operating leases or, form and substance to the extent such transactions create a Lien thereunderCo-Collateral Agents (including, sale without limitation, provisions for the control by the Co-Collateral Agents of the exercise of any remedies against the Collateral, the release of Collateral following an Event of Default and leaseback transactionsthe incurrence by the Loan Parties of debtor-in-possession financing, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which provided that the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, Pari Passu Notes are treated no less favorably than the Obligations with respect to such judgment or award and; providedthe Collateral and the proceeds thereof), further, that any such judgment shall not give rise to an Event of Default; and (i4) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for if the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that Pari Passu Notes secured by such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such are secured by both Collateral and by property and assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of which do not constitute Collateral, the foregoing) Co-Collateral Agents shall have obtained a Lien on such property and assets that do not otherwise permitted under this Section 8.2constitute Collateral to secure the Obligations, pari passu with the Lien securing obligations such Pari Passu Notes pursuant to an intercreditor agreement reasonably satisfactory in an amount not form and substance to exceed $20,000,000 the Co-Collateral Agents, and (5) the documentation granting such Lien shall be in an aggregate amount outstanding at any timeform and substance reasonably satisfactory to the Co-Collateral Agents in their Permitted Discretion.

Liens, Etc. Each of Group and Neither Holdings nor the Borrower will notshall, and will not neither shall permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (c) Liens on assets of Aviall Australia Pty Ltd securing obligations under the Australian Facility; (d) Customary Permitted LiensLiens of Holdings and its Subsidiaries; (e) purchase money Liens granted by a Warnaco Entity Holdings or any Subsidiary of Holdings (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of Holdings' or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (b), (c) or (e) of above or this Section 8.2 as long as such Lien does not cover clause (f) without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (g) Liens in favor of lessors securing operating leases or, permitted hereunder and limited to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case equipment subject to the extent such operating leases or sale and leaseback transactions are permitted hereunder;lease; and (h) Liens not otherwise permitted under this securing the Indebtedness and complying with the provisions of Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review8.1(h); provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on not otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other liabilities (other than Indebtedness) of any bills Loan Party; provided, however, that the aggregate outstanding amount of lading, airway bills, receipts all such obligations and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that liabilities secured by such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 2,000,000 at any time.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its properties or assetsany such Subsidiary's properties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for:for (the following are hereinafter referred to collectively as the "PERMITTED LIENS"): (a) Liens in favor of the Agent, the Issuers and the Lenders created pursuant to the Loan DocumentsDocuments or to secure the Borrower's obligations under Interest Rate Contracts with Citibank; (b) Purchase money Liens granted upon or in any property acquired or held by a Foreign Subsidiary the Borrower or any of Group securing its Subsidiaries in the ordinary course of business or in connection with the acquisition of new stores to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property; PROVIDED, HOWEVER, that the outstanding aggregate principal amount of the Indebtedness permitted under Section 8.1(g), which secured by the Liens for the avoidance of doubt referred to in this PARAGRAPH (b) shall not secure exceed $20,000,000 at any Indebtedness under this Agreementtime; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Any Lien securing the renewal, extension, refinancing extension or refunding of any Indebtedness or other Obligation secured by any Lien permitted by clause PARAGRAPHS (cb) or (ei) of this Section 8.2 as long as such Lien does not cover SECTION 7.1 without any increase in the amount secured thereby or in the assets not subject to such Lien; (d) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Lien Borrower or any of its Subsidiaries in the ordinary course of business that secure its obligations to such Person; PROVIDED, HOWEVER, that (i) the Borrower or such Subsidiary is not in default with respect to such payment obligation to such Person, (ii) the Borrower or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof and (iii) all such failures in the aggregate would have no Material Adverse Effect; (e) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies; PROVIDED, HOWEVER, that (i) neither the Indebtedness being renewedBorrower nor any of its Subsidiaries is in default in respect of any payment obligation with respect thereto unless the Borrower or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof and (ii) all such failures in the aggregate would have no Material Adverse Effect; (f) Liens incurred or pledges and deposits made in the ordinary course of business in connection with workers' compensation, extendedunemployment insurance, refinanced or refundedold-age pensions and other social security benefits; (g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in favor the ordinary course of lessors securing operating leases orbusiness, to and judgment liens; PROVIDED, HOWEVER, that all such Liens (i) in the extent such transactions create a Lien thereunder, sale aggregate would have no Material Adverse Effect and leaseback transactions, (ii) do not secure directly or indirectly judgments in each case to excess of $500,000 in the extent such operating leases or sale and leaseback transactions are permitted hereunderaggregate; (h) Liens Zoning restrictions, easements, licenses, reservations, restrictions on the use of Real Property or minor irregularities incident thereto which do not otherwise permitted under this Section 8.2, other than in favor the aggregate materially detract from the value or use of the PBGC, arising out property or assets of judgments the Borrower or awards in respect any of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal its Subsidiaries or proceedings for review and in respect of which it 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 reservesimpair, in accordance with Agreement Accounting Principlesany material manner, with respect to the use of such judgment Real Property for the purposes for which such Real Property is held by the Borrower or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultSubsidiary; (i) Liens on to secure Capitalized Lease Obligations if the incurrence of such Indebtedness is permitted by SECTION 7.2; PROVIDED, HOWEVER, that (i) any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued such Lien is created solely for the benefit purpose of suppliers securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including, without limitation, the cost of inventory pursuant construction) of the property subject thereto, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost, (iii) such Lien does not extend to facilities provided or cover any other property other than such item of property and any improvements on such item of property and (iv) the outstanding aggregate principal amount of Indebtedness secured by the Liens referred to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;this PARAGRAPH (i) shall not exceed $20,000,000 at any time; and (j) Liens securing Indebtedness incurred under Section 8.1(jexisting on the Effective Date set forth on SCHEDULE 7.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Principal Domestic Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to on any of its properties or assetsRestricted Property, whether now owned or hereafter acquired, without making effective provision (and the Borrower covenants and agrees that it will make or assign any right cause to receive incomebe made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, except forhowever, that there shall be excluded from the foregoing restrictions: (ai) Liens created pursuant to securing Debt not exceeding $10,000,000 which are existing on the Loan Documents; (b) Liens granted date hereof on Restricted Property; and, if any property now owned or leased by Borrower or by a Foreign present Principal Domestic Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)at any time hereafter becomes a Principal Domestic Manufacturing Property, which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed date hereof on Schedule 8.2 (Existing Liens)such property securing the Debt now secured or evidenced thereby; (dii) Customary Permitted LiensLiens on Restricted Property of a Principal Domestic Subsidiary as security for Debt of such Subsidiary to the Borrower or to another Principal Domestic Subsidiary; (eiii) purchase money in the case of any corporation which becomes a Principal Domestic Subsidiary after the date of this Agreement, Liens granted on Restricted Property of such Principal Domestic Subsidiary which are in existence at the time it becomes a Principal Domestic Subsidiary and which were not incurred in contemplation of its becoming a Principal Domestic Subsidiary; (iv) any Lien existing prior to the time of acquisition of any Principal Domestic Manufacturing Property acquired by the Borrower or a Warnaco Entity Principal Domestic Subsidiary after the date of this Agreement through purchase, merger, consolidation or otherwise; (including v) any Lien on any Principal Domestic Manufacturing Property (other than a Major Domestic Manufacturing Property) acquired or constructed by the interest Borrower or a Principal Domestic Subsidiary after the date of this Agreement, which is placed on such Property at the time of or within 180 days after the acquisition thereof or prior to, at the time of or within 180 days after completion of construction thereof to secure all or a lessor under portion of the price of such acquisition or construction or funds borrowed to pay all or a Capital Lease and purchase money Liens portion of the price of such acquisition or construction; (vi) extensions, renewals or replacements of any Lien referred to which in clause (i), (iii), (iv) or (v) of this subsection (a) to the extent that the principal amount of the Debt secured or evidenced thereby is not increased, provided that the Lien is not extended to any property other Restricted Property unless the aggregate value of Restricted Property encumbered by such Lien is subject not materially greater than the value (as determined at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafterreplacement) securing Indebtedness permitted under Section 8.1(e) and limited in each case to of the property purchased with Restricted Property originally encumbered by the proceeds of such purchase money Indebtedness Lien being extended, renewed or subject to such Capital Leasereplaced; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (gvii) Liens in favor of lessors securing operating leases orimposed by law, to the extent such transactions create a Lien thereunderas carriers’, sale warehousemen’s, mechanics’, materialmen’s, vendors’ and leaseback transactionslandlords’ liens, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in against the Borrower or any Principal Domestic Subsidiary which are (x) immaterial or (y) with respect of to which the applicable Warnaco Entity Borrower or such Subsidiary at the time shall in good faith currently be prosecuting an appeal or proceedings for review and in with respect of to which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills minor survey exceptions, minor encumbrances, easements or reservations of, or rights of ladingothers for, airway billsrights of way, receipts sewers, electric lines, telegraph and telephone lines and other applicable documents of title (similar purposes, and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly zoning or other restrictions as to the Indebtedness use of any Principal Domestic Manufacturing Property, which exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Borrower, in the aggregate materially detract from the value of such assets secure Principal Domestic Manufacturing Property or materially impair its use in the operation of the business of the Borrower and that have an aggregate value not in excess of $15,000,000its Principal Domestic Subsidiaries; and (kix) other any Lien on Restricted Property not referred to in clauses (i) through (viii) of this subsection (a) if, at the time such Lien is created, incurred, assumed or suffered to be created, incurred or assumed, and after giving effect thereto and to the Debt secured or evidenced thereby, the aggregate amount of all outstanding Debt of the Borrower and its Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are not referred to in clauses (i) through (viii) of this subsection (a) and which do not covering equally and ratably secure the Advances shall not exceed 15% of Consolidated Net Tangible Assets. If at any Inventorytime the Borrower or any Principal Domestic Subsidiary shall create, Accounts incur or assume or suffer to be created, incurred or assumed any Lien on Restricted Property by which the Advances are required to be secured pursuant to the requirements of this subsection (a), the Borrower will promptly deliver to each Lender an opinion, in form and substance reasonably satisfactory to the Required Lenders, of the General Counsel of the Borrower (so long as the General Counsel is able to render an opinion as to the relevant local law) or other Receivables of any Loan Party or proceeds of any of counsel reasonably satisfactory to the foregoing) not otherwise permitted under this Section 8.2Required Lenders, securing obligations to the effect that the Advances have been secured in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeaccordance with such requirements.

Liens, Etc. Each of Group and the Borrower Terra Industries will not, and will not ---------- permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted existing on the date of this Agreement and disclosed on Schedule 8.2 or expressly permitted by Section 8.3(e) or constituting cash collateral for a Foreign Subsidiary letter of Group securing the Indebtedness permitted under Section 8.1(gcredit issued by Bank of America N.A. (formerly Nationsbank, N.A.), which Liens for as set forth on Schedule 8.1 (the avoidance terms and amount of doubt shall not secure any Indebtedness under this Agreementsuch cash collateral to be reasonably satisfactory to the Requisite Lenders); (c) Customary Permitted Liens existing on of the Closing Date Borrower and disclosed on Schedule 8.2 (Existing Liens)its Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of the Borrower's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(c) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (ed) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewedsuch Lien; (f) Liens in favor of lessors, extended, refinanced sublessors or refundedlicensors under any lease or license otherwise permitted by this Agreement; (g) Liens in favor not otherwise permitted by the foregoing clauses of lessors this Section 8.2 securing operating leases orobligations or other liabilities of any Loan Party; provided, to however, that the extent aggregate outstanding amount of such transactions create a Lien thereunder, sale obligations and leaseback transactions, in each case to the extent liabilities secured by such operating leases or sale and leaseback transactions are permitted hereunderLiens shall not exceed $1,000,000 at any time; (h) Liens which are licenses and sub-licenses granted to Persons that are not otherwise permitted under this Section 8.2, other than Affiliates of Terra Industries or any of its Subsidiaries in favor the ordinary course of business and not interfering in any material respect with the PBGC, arising out business and operations of judgments Terra Industries or awards in respect any of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultSubsidiaries; (i) Liens on property of any bills of lading, airway bills, receipts Terra Industries and its Subsidiaries (other applicable documents than (i) property subject to Liens under the Collateral Documents and (ii) Liens securing Indebtedness of title (and inventory and goods covered therebyTerra Industries or its Subsidiaries) delivered with respect in favor of Terra Industries or any of its Subsidiaries to letters secure Intercompany Indebtedness owing to Terra Industries or any of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;its Subsidiaries; and (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to on the Indebtedness such assets secure Senior Secured Note Collateral and that have an aggregate value not the Shared Collateral as security for Terra Industries' and its Subsidiaries' obligations in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any respect of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeSenior Secured Notes.

Liens, Etc. Each of Group From and after the Initial Funding Date, the Borrower will not, and will not permit any of its respective Subsidiaries to, create create, assume, incur, or suffer to exist, any Lien upon of any kind on or with in respect to of any Property of the Borrower or any of its properties or assetsSubsidiaries, whether now owned or hereafter acquired, or assign any right to receive income, except for:for the following (“Permitted Liens”): (a) Liens created pursuant to securing the Loan Secured Obligations under the Security Documents; (b) subject to the last sentence of this Section 6.1, Liens granted by a Foreign Subsidiary of Group securing the Indebtedness under Capital Leases and purchase money Indebtedness permitted under Section 8.1(g6.2(e); provided that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and any proceeds thereof, (iii) the principal amount of Indebtedness secured thereby is not increased, and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable), which and (v) the aggregate outstanding principal amount of Indebtedness secured by the Liens for the avoidance of doubt shall not secure any Indebtedness permitted under this Agreementclause (b) and the Liens permitted under clauses (c) and (d) below does not at any time exceed 2.0% of the Borrower’s Consolidated Tangible Net Worth; (c) subject to the last sentence of this Section 6.1, Liens existing on (i) Property of any Canadian Subsidiary securing a Canadian Facility, and (ii) Property of any Foreign Subsidiary securing a UK Facility so long as, in each case under the Closing Date foregoing clause (i) and disclosed on Schedule 8.2 (Existing Liensii), the Indebtedness under such Canadian Facility or UK Facility constitutes Non-Recourse Debt as to the Credit Parties; (d) Customary Permitted Lienssubject to the last sentence of this Section 6.1, Liens securing Indebtedness (other than Capital Leases, purchase money Indebtedness of inventory or fixed assets, and any Canadian Facility); provided that the aggregate outstanding principal amount of Indebtedness secured by the Liens permitted under this clause (d) and the Liens permitted under clauses (b) and (c) above does not at any time exceed 2.0% of the Borrower’s Consolidated Tangible Net Worth; (e) purchase money Liens granted arising in the ordinary course of business by a Warnaco Entity (including the interest operation of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof law in connection with workers’ compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited other similar charges; provided, that in each case to the property purchased obligation secured is not Indebtedness and is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseGAAP have been provided therefor; (f) any Lien securing good faith deposits, pledges or other Liens in connection with (or to obtain or support letters of credit in connection with) bids, performance bonds, contracts or leases to which the renewalBorrower or its Subsidiaries are a party in the ordinary course of business; provided, extensionthat in each case the obligation secured is not Indebtedness and is not overdue or, refinancing or refunding of any Indebtedness secured if overdue, is being contested in good faith by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedappropriate proceedings and reserves in conformity with GAAP have been provided therefor; (g) mechanics’, workmen, materialmen, landlords’, carriers’ or other similar Liens arising in favor the ordinary course of lessors securing operating leases orbusiness (or deposits to obtain the release of such Liens) and that do not, to individually or in the extent such transactions create a Lien thereunderaggregate, sale and leaseback transactionsmaterially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries, provided, that in each case to the extent such operating leases or sale obligation secured is not Indebtedness and leaseback transactions are permitted hereunderis not overdue or, if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; (h) Inchoate Liens under ERISA and liens for Taxes not otherwise permitted under this Section 8.2, other than yet due or which are being contested in favor of the PBGC, good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefor; (i) Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, or in respect connection with surety or appeal bonds or the like in connection with bonding such judgments or awards, the time for appeal from which or petition for rehearing of which shall not have expired or for which the applicable Warnaco Entity Borrower or such Subsidiary shall in good faith be prosecuting an on appeal or proceedings proceeding for review review, and in respect of for which it shall have secured obtained a subsisting stay of execution or the like pending such appeal or proceedings proceeding for review; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall and which would not give rise to constitute an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that rights reserved to or vested in any municipality or governmental, statutory or public authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to terminate such Liens shall only encumber Insurance Assets that relate directly right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture or to designate a purchaser of any of the Indebtedness such assets secure and that have an aggregate value not in excess property of $15,000,000; anda Person; (k) rights reserved to or vested in any municipality or governmental, statutory or public authority to control, regulate or use any property of a Person; (l) rights of a common owner of any interest in property held by a Person and such common owner as tenants in common or through other Liens common ownership; (not covering m) encumbrances, easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Inventoryproperty or rights-of-way of a Person for the purpose of roads, Accounts pipelines, transmission lines, transportation lines, distribution lines, removal of gas, oil, coal, metals, steam, minerals, timber or other Receivables natural resources, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities or equipment, or defects, irregularity and deficiencies in title of any Loan Party property or proceeds rights-of-way; provided, that in each case the obligation secured is not Indebtedness and is not overdue or, if overdue, is being contested in good faith by appropriate proceedings and reserves in conformity with GAAP have been provided therefore; (n) zoning, planning and Environmental Laws and ordinances and municipal regulations, which do not, in any case, materially detract from the value of such property or impair the use thereof in the ordinary course of business; (o) financing statements filed by lessors of property (but only with respect to the property so leased) and Liens under any conditional sale or title retention agreements entered into in the ordinary course of business; provided, that in each case the obligation secured is not Indebtedness, (p) rights of lessees of equipment owned by the Borrower or any of its Subsidiaries, and (q) any Liens on cash, short term investments and letters of credit securing Hedging Obligations of the Borrower or any of its Subsidiaries entered into for non-speculative purposes. Notwithstanding anything herein to the contrary, at any time when the then effective Borrowing Limit was calculated with Canadian Eligible Assets as part of Eligible Assets, the Borrower will not, and will not permit any of its Subsidiaries to, create, assume, incur, or suffer to exist, any Lien of any kind on or in respect of the foregoing) not any Property of any Canadian Subsidiary, which would otherwise be permitted under this Section 8.26.1(b), securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time(c) or (d).

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 7.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Borrower and the Borrower’s Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e7.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease, and any accessions, additions, parts, fixtures, improvements and attachments thereto and the proceeds thereof; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, and to the extent such transactions create a Lien thereunderrenewal, sale and leaseback transactionsextension, in each case to the extent such operating leases refinancing or sale and leaseback transactions are refunding is permitted hereunder; by Section 7.1(e) (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(jIndebtedness); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (kf) Liens on assets other Liens (than Collateral which are not covering any Inventory, Accounts otherwise permitted by the foregoing clauses of this Section 7.2 securing Indebtedness or other Receivables liabilities of any Loan Party or proceeds Party; provided, however, that the aggregate outstanding amount of any of the foregoing) all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 50,000,000 at any time.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Restricted Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); provided, that such Liens shall secure only those obligations existing on the Closing Date; (c) Customary Permitted Liens on the assets of the Borrower and its Restricted Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity the Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased or improved with the proceeds of such purchase money Indebtedness or subject to such Capital Lease;; provided that with respect to any Lien with respect to fixed assets of the Borrower or any Restricted Subsidiary, the Persons holding such lien shall, if required by the Administrative Agent, have entered into intercreditor and collateral access agreements with the Administrative Agent and the Borrower or such Restricted Subsidiary, as applicable, which are in form and substance satisfactory to the Administrative Agent; CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e)(Indebtedness); (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; and (g) Liens on cash collateral securing (x) Indebtedness with respect to letters of credit (other than Letters of Credit) not in excess of the amount permitted to be outstanding pursuant to Section 8.1(j) (Indebtedness), (y) obligations with respect to Crude Oil Supply Agreements; provided that the aggregate amount of such cash collateral pursuant to this clause (y) shall not at any time exceed $30,000,000 and (z) Indebtedness pursuant to Hedging Contracts (which are not Loan Documents) permitted pursuant to Section 8.1(i) (Indebtedness); provided that the aggregate amount of such cash collateral pursuant to this clause (z) shall not at any time exceed $100,000,000; (h) Liens not otherwise permitted under this Section 8.2, other than in favor existing on the assets acquired pursuant to the Delaware Refinery Acquisition or a Permitted Acquisition and existing on the date of the PBGCDelaware Refinery Acquisition or such Permitted Acquisition, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review as applicable; provided, that such Liens (i) were not granted, and in respect of which it 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 reservesdo not secure any Indebtedness incurred, in accordance with Agreement Accounting Principlescontemplation of the Delaware Refinery Acquisition or such Permitted Acquisition, with respect as applicable, and (ii) do not extend to (x) any Inventory or Accounts of such judgment Person or award and(y) any other assets which before the Delaware Refinery Acquisition or such Permitted Acquisition, as applicable, were Collateral; and provided, further, that with respect to any Lien with respect to fixed assets so acquired, the Persons holding such judgment shall not give rise lien shall, if required by the Administrative Agent, have entered into intercreditor and collateral access agreements with the Administrative Agent and the Borrower or the applicable Restricted Subsidiary, which are in form and substance satisfactory to an Event of Defaultthe Administrative Agent; (i) Liens on any bills assets of ladingthe Borrower and its Restricted Subsidiaries not constituting Collateral, airway bills, receipts and other applicable documents which Liens are not otherwise permitted by the foregoing clauses of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens this Section 8.2 securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts obligations or other Receivables liabilities of any Loan Party or proceeds of any Party; provided, however, that the Dollar Equivalent of the foregoing) aggregate outstanding amount of all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group and the The Borrower will notshall not create or suffer to exist, and will shall not permit any of its respective Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to any of its properties or assetssuch Subsidiary's properties, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Purchase money Liens granted or purchase money security interests upon or in any property acquired or held by a Foreign the Borrower or any such Subsidiary of Group securing the Borrower in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property (and any refinancings thereof), and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); provided, however, that the aggregate principal amount of the Indebtedness permitted under Section 8.1(g), which secured by the Liens for the avoidance of doubt referred to in this clause (b) and in clause (h) below shall not secure exceed $75,000,000 in the aggregate at any Indebtedness under this Agreementtime outstanding; (c) Liens existing on arising by operation of law (statutory or common) in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by the Closing Date Borrower or any such Subsidiary in the ordinary course of business which secure its obligations to such Person; provided, however, that (i) the Borrower or such Subsidiary is not in default with respect to such payment obligation to such Person, unless the Borrower or such Subsidiary is in good faith and disclosed on Schedule 8.2 by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof, and (Existing Liens)ii) all such defaults in the aggregate have no Material Adverse Effect; (d) Customary Permitted LiensLiens (excluding environmental liens) securing taxes, assessments or governmental charges or levies; provided, however, that (i) neither the Borrower nor any such Subsidiary is in default in respect of any payment obligation with respect thereto unless the Borrower or such Designated Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof and (ii) all such defaults in the aggregate have no Material Adverse Effect; (e) purchase money Liens granted by a Warnaco Entity (including incurred or pledges and deposits made in the interest ordinary course of a lessor under a Capital Lease business in connection with workers' compensation, unemployment insurance, old-age pensions and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Leaseother social security benefits; (f) any Lien Liens securing the renewalperformance of bids, extensiontenders, refinancing or refunding leases, contracts (other than for the repayment of any Indebtedness secured by any Lien permitted by clause (c) or (e) borrowed money), statutory obligations, surety and appeal bonds and other obligations of this Section 8.2 like nature, incurred as long as an incident to and in the ordinary course of business, and judgment liens; provided, however, that all such Lien does not cover any assets not subject to Liens in the Lien securing the Indebtedness being renewed, extended, refinanced or refundedaggregate have no Material Adverse Effect; (g) Liens Zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto which do not in favor the aggregate materially detract from the value or use of lessors securing operating leases or, to the extent property or assets of the Borrower or any such transactions create a Lien thereunder, sale and leaseback transactionsSubsidiary or impair, in each case to any material manner, the extent use of such operating leases property for the purposes for which such property is held by the Borrower or sale and leaseback transactions are permitted hereunder;any such Subsidiary; and (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award andsecure capitalized lease obligations; provided, furtherhowever, that that: (i) any such judgment Lien is created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including, without limitation, the cost of construction) of the property subject thereto, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost, and (iii) such Lien does not extend to or cover any other property other than such item of property and any improvements on such item and (iv) the aggregate principal amount of Indebtedness secured by the Liens referred to in this clause (h) and in clause (b) above shall not give rise to an Event of Default;exceed $75,000,000 in the aggregate at any time outstanding. (i) Any Liens on any bills to secure the performance of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with obligations in respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;Permitted Senior Indebtedness. (j) Any Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to secure the Indebtedness such assets secure and that have an aggregate value not performance of obligations in excess of $15,000,000; andrespect to Permitted Subordinated Indebtedness. (k) other Those existing Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeset forth on Schedule 6.01(k).

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Principal Domestic Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to on any of its properties or assetsRestricted Property, whether now owned or hereafter acquired, without making effective provision (and the Borrower covenants and agrees that it will make or assign any right cause to receive incomebe made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, except forhowever, that there shall be excluded from the foregoing restrictions: (ai) Liens created pursuant to securing Debt not exceeding $100,000,000 which are existing on the Loan Documents; (b) Liens granted date hereof on Restricted Property; and, if any property now owned or leased by Borrower or by a Foreign present Principal Domestic Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)at any time hereafter becomes a Principal Domestic Manufacturing Property, which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed date hereof on Schedule 8.2 (Existing Liens)such property securing the Debt now secured or evidenced thereby; (dii) Customary Permitted LiensLiens on Restricted Property of a Principal Domestic Subsidiary as security for Debt of such Subsidiary to the Borrower or to another Principal Domestic Subsidiary; (eiii) purchase money in the case of any corporation which becomes a Principal Domestic Subsidiary after the date of this Agreement, Liens granted on Restricted Property of such Principal Domestic Subsidiary which are in existence at the time it becomes a Principal Domestic Subsidiary and which were not incurred in contemplation of its becoming a Principal Domestic Subsidiary; (iv) any Lien existing prior to the time of acquisition of any Principal Domestic Manufacturing Property acquired by the Borrower or a Warnaco Entity Principal Domestic Subsidiary after the date of this Agreement through purchase, merger, consolidation or otherwise; (including v) any Lien on any Principal Domestic Manufacturing Property (other than a Major Domestic Manufacturing Property) acquired or constructed by the interest Borrower or a Principal Domestic Subsidiary after the date of this Agreement, which is placed on such Property at the time of or within 180 days after the acquisition thereof or prior to, at the time of or within 180 days after completion of construction thereof to secure all or a lessor under portion of the price of such acquisition or construction or funds borrowed to pay all or a Capital Lease and purchase money Liens portion of the price of such acquisition or construction; (vi) extensions, renewals or replacements of any Lien referred to which in clause (i), (iii), (iv) or (v) of this subsection (a) to the extent that the principal amount of the Debt secured or evidenced thereby is not increased, provided that the Lien is not extended to any property other Restricted Property unless the aggregate value of Restricted Property encumbered by such Lien is subject not materially greater than the value (as determined at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafterreplacement) securing Indebtedness permitted under Section 8.1(e) and limited in each case to of the property purchased with Restricted Property originally encumbered by the proceeds of such purchase money Indebtedness Lien being extended, renewed or subject to such Capital Leasereplaced; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (gvii) Liens in favor of lessors securing operating leases orimposed by law, to the extent such transactions create a Lien thereunderas carriers', sale warehousemen's, mechanics', materialmen's, vendors' and leaseback transactionslandlords' liens, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in against the Borrower or any Principal Domestic Subsidiary which are (x) immaterial or (y) with respect of to which the applicable Warnaco Entity Borrower or such Subsidiary at the time shall in good faith currently be prosecuting an appeal or proceedings for review and in with respect of to which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills minor survey exceptions, minor encumbrances, easements or reservations of, or rights of ladingothers for, airway billsrights of way, receipts sewers, electric lines, telegraph and telephone lines and other applicable documents of title (similar purposes, and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly zoning or other restrictions as to the Indebtedness use of any Principal Domestic Manufacturing Property, which exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Borrower, in the aggregate materially detract from the value of such assets secure Principal Domestic Manufacturing Property or materially impair its use in the operation of the business of the Borrower and that have an aggregate value not in excess of $15,000,000its Principal Domestic Subsidiaries; and (kix) other any Lien on Restricted Property not referred to in clauses (i) through (viii) of this subsection (a) if, at the time such Lien is created, incurred, assumed or suffered to be created, incurred or assumed, and after giving effect thereto and to the Debt secured or evidenced thereby, the aggregate amount of all outstanding Debt of the Borrower and its Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are not referred to in clauses (i) through (viii) of this subsection (a) and which do not covering equally and ratably secure the Advances shall not exceed 15% of Consolidated Net Tangible Assets. If at any Inventorytime the Borrower or any Principal Domestic Subsidiary shall create, Accounts incur or assume or suffer to be created, incurred or assumed any Lien on Restricted Property by which the Advances are required to be secured pursuant to the requirements of this subsection (a), the Borrower will promptly deliver to each Lender an opinion, in form and substance reasonably satisfactory to the Required Lenders, of the General Counsel of the Borrower (so long as the General Counsel is able to render an opinion as to the relevant local law) or other Receivables of any Loan Party or proceeds of any of counsel reasonably satisfactory to the foregoing) not otherwise permitted under this Section 8.2Required Lenders, securing obligations to the effect that the Advances have been secured in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeaccordance with such requirements.

Liens, Etc. Each of Group and Neither the Parent nor the Borrower will notshall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets of the Parent and its Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity any Subsidiary of Parent (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien granted by any Subsidiary of Parent and securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (gf) Liens in favor of lessors lessors, sublessors, lessees or sublessees securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (g) any Lien securing Indebtedness permitted pursuant to Section 8.1(l) (Indebtedness); provided, however, that (i) such Lien exists at the time of the Permitted Acquisition relating to such Indebtedness and is not created in contemplation of or in connection with such Permitted Acquisition and (ii) such Lien secures solely fixed or capital assets acquired (or fixed or capital assets of Persons acquired) as part of such Permitted Acquisition, and no assets constituting Collateral immediately prior to such Permitted Acquisition are subject to such Lien; (h) Liens not otherwise permitted under this Section 8.2, other than on an insurance policy of the Parent and its Subsidiaries and the identifiable cash proceeds thereof in favor of the PBGC, arising out issuer of judgments or awards in respect such policy and securing Indebtedness incurred for the purpose of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review financing such policy and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultpermitted under Section 8.1(j) (Indebtedness); (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers the seller deemed to attach solely because of inventory pursuant the existence of cash deposits and attaching solely to facilities provided cash deposits made in connection with any letter of intent or acquisition agreement with respect to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United StatesPermitted Acquisition; (j) Liens securing on any of the assets of a Subsidiary of the Parent that is a Non-Guarantor to secure Indebtedness incurred under of such Subsidiary permitted pursuant to Section 8.1(j8.1(q) (Indebtedness); provided that such Liens shall only encumber Insurance Assets that relate directly to ; (k) licenses and sublicenses in the Indebtedness such assets secure and that have ordinary course of business of Intellectual Property (i) registered outside of the United States or (ii) having an aggregate value Fair Market Value the Dollar Equivalent of which does not in excess of exceed $15,000,00020,000,000; and (kl) other Liens (not covering any Inventory, Accounts otherwise permitted by the foregoing clauses of this Section 8.2 securing obligations or other Receivables liabilities of any Loan Party or proceeds of any Party; provided, however, that the Dollar Equivalent of the foregoing) aggregate outstanding amount of all such obligations and liabilities shall not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 10,000,000 at any time.

Liens, Etc. Each of Group and the Borrower will Such Loan Party shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(g), this Agreement and disclosed on Schedule 8.2 which Liens (except for the avoidance purchase money Lien on the Chief Executive Office) are fully subordinated to the Liens of doubt shall not secure any Indebtedness under this Agreementthe Administrative Agent pursuant to the Orders; (c) Customary Permitted Liens existing on the Closing Date assets of the Borrower and disclosed on Schedule 8.2 (Existing Liens)its Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity such Loan Party or any Subsidiary of such Loan Party (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco Entity’s Loan Party's or such Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) deposits or letters of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewedcredit, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (f) Liens on the Collateral granted as adequate protection or with respect to the Vendor Lien Program pursuant to an order of the Bankruptcy Court entered on or prior to the date hereof or with the approval of the Administrative Agent; provided, however, that all such Liens granted after the date hereof shall be on terms acceptable to the Administrative Agent, including with respect to the subordination of all such Liens to the Liens of the Administrative Agent, and shall not permit the holder of any such Lien to object to any disposition of any of the Collateral, whether such disposition is made pursuant to a foreclosure by the Administrative Agent or otherwise; (g) Liens granted pursuant to the Vendor Lien Program to the extent constituting a Permitted Transaction; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultCarve-Out; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided consigned to a Foreign Subsidiary Loan Party or their Subsidiaries in connection with consignment arrangements, provided, that (i) such consignment arrangement entered into after the date of this Agreement is evidenced by a written agreement in form and in respect of which all inventory substance satisfactory to the Administrative Agent and (ii) such Lien is limited to such goods are located outside the United States;only during any such consignment; and (j) Liens securing Indebtedness incurred under Section 8.1(j); provided of landlords arising by statute and liens of suppliers, mechanics, carriers, materialmen, warehousemen or workmen and other liens imposed by law created in the ordinary course of business for amounts that such Liens shall only encumber Insurance Assets are prepetition claims, that relate directly are not overdue for a period of more than 60 days or that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeextent required by GAAP.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Principal Domestic Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to on any of its properties or assetsRestricted Property, whether now owned or hereafter acquired, without making effective provision (and the Borrower covenants and agrees that it will make or assign any right cause to receive incomebe made effective provision) whereby the Notes shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, except forhowever, that there shall be excluded from the foregoing restrictions: (ai) Liens created pursuant to securing Debt not exceeding $10,000,000 which are existing on the Loan Documents; (b) Liens granted date hereof on Restricted Property; and, if any property now owned or leased by Borrower or by a Foreign present Principal Domestic Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)at any time hereafter becomes a Principal Domestic Manufacturing Property, which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed date hereof on Schedule 8.2 (Existing Liens)such property securing the Debt now secured or evidenced thereby; (dii) Customary Permitted LiensLiens on Restricted Property of a Principal Domestic Subsidiary as security for Debt of such Subsidiary to the Borrower or to another Principal Domestic Subsidiary; (eiii) purchase money in the case of any corporation which becomes a Principal Domestic Subsidiary after the date of this Agreement, Liens granted on Restricted Property of such Principal Domestic Subsidiary which are in existence at the time it becomes a Principal Domestic Subsidiary and which were not incurred in contemplation of its becoming a Principal Domestic Subsidiary; (iv) any Lien existing prior to the time of acquisition of any Principal Domestic Manufacturing Property acquired by the Borrower or a Warnaco Entity Principal Domestic Subsidiary after the date of this Agreement through purchase, merger, consolidation or otherwise; (including v) any Lien on any Principal Domestic Manufacturing Property (other than a Major Domestic Manufacturing Property) acquired or constructed by the interest Borrower or a Principal Domestic Subsidiary after the date of this Agreement, which is placed on such Property at the time of or within 120 days after the acquisition thereof or prior to, at the time of or within 120 days after completion of construction thereof to secure all or a lessor under portion of the price of such acquisition or construction or funds borrowed to pay all or a Capital Lease and purchase money Liens portion of the price of such acquisition or construction; (vi) extensions, renewals or replacements of any Lien referred to which in clause (i), (iii), (iv) or (v) of this subsection (a) to the extent that the principal amount of the Debt secured or evidenced thereby is not increased, provided that the Lien is not extended to any property other Restricted Property unless the aggregate value of Restricted Property encumbered by such Lien is subject not materially greater than the value (as determined at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafterreplacement) securing Indebtedness permitted under Section 8.1(e) and limited in each case to of the property purchased with Restricted Property originally encumbered by the proceeds of such purchase money Indebtedness Lien being extended, renewed or subject to such Capital Leasereplaced; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (gvii) Liens in favor of lessors securing operating leases orimposed by law, to the extent such transactions create a Lien thereunderas carriers’, sale warehousemen’s, mechanics’, materialmen’s, vendors’ and leaseback transactionslandlords’ liens, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in against the Borrower or any Principal Domestic Subsidiary which are (x) immaterial or (y) with respect of to which the applicable Warnaco Entity Borrower or such Subsidiary at the time shall in good faith currently be prosecuting an appeal or proceedings for review and in with respect of to which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills minor survey exceptions, minor encumbrances, easements or reservations of, or rights of ladingothers for, airway billsrights of way, receipts sewers, electric lines, telegraph and telephone lines and other applicable documents of title (similar purposes, and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly zoning or other restrictions as to the Indebtedness use of any Principal Domestic Manufacturing Property, which exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Borrower, in the aggregate materially detract from the value of such assets secure Principal Domestic Manufacturing Property or materially impair its use in the operation of the business of the Borrower and that have an aggregate value not in excess of $15,000,000its Principal Domestic Subsidiaries; and (kix) other any Lien on Restricted Property not referred to in clauses (i) through (viii) of this subsection (a) if, at the time such Lien is created, incurred, assumed or suffered to be created, incurred or assumed, and after giving effect thereto and to the Debt secured or evidenced thereby, the sum of (A) the aggregate amount of all outstanding Debt of the Borrower and its Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are not referred to in clauses (i) through (viii) of this subsection (a) and which do not covering equally and ratably secure the Notes plus (B) the aggregate amount of all outstanding Sale and Leaseback Debt of the Borrower and its Principal Domestic Subsidiaries, shall not exceed 15% of Consolidated Net Tangible Assets. If at any Inventorytime the Borrower or any Principal Domestic Subsidiary shall create, Accounts incur or assume or suffer to be created, incurred or assumed any Lien on Restricted Property by which the Notes are required to be secured pursuant to the requirements of this subsection (a), the Borrower will promptly deliver to each Lender an opinion, in form and substance reasonably satisfactory to the Required Lenders, of the General Counsel of the Borrower (so long as the General Counsel is able to render an opinion as to the relevant local law) or other Receivables of any Loan Party or proceeds of any of counsel reasonably satisfactory to the foregoing) not otherwise permitted under this Section 8.2Required Lenders, securing obligations to the effect that the Notes have been secured in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeaccordance with such requirements.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementAgreement and disclosed on Schedule 8.2; (c) Customary Permitted Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)of any Borrower; (d) Customary Permitted Liens; (e) purchase Purchase money Liens granted by a Warnaco Entity such Borrower (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s the Borrower's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(c) and (d) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseLease and Liens granted by such Borrower securing Indebtedness permitted under Section 8.1(l) and limited to the property subject to such lease; (fe) any Any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause clauses (cb), (d) or (e) of this Section 8.2 as long as such Lien does not cover without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gf) Liens on equipment in favor of lessors securing operating leases or, to of such equipment; (g) Liens on property other than Collateral granted in connection with the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are incurrence of Indebtedness permitted hereunderunder Section 8.1(h); (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of DefaultMortgage; (i) Other Liens on any bills of lading, airway bills, receipts property other than Accounts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect Liens to letters of credit issued for the benefit of suppliers of inventory pursuant extent they are junior to facilities provided to a Foreign Subsidiary and the Collateral Agent's Lien, so long as the obligations secured thereby do not exceed $1,000,000 in respect of which all inventory and goods are located outside the United Statesaggregate at any one time outstanding; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly Any Lien on property other than Collateral required to be pledged to The Chase Manhattan Bank by the Indebtedness such assets secure and that have an aggregate value not in excess Letter of $15,000,000Credit application submitted by the Borrowers to The Chase Manhattan Bank; and (k) other Liens (not covering any Inventory, Accounts on cash or other Receivables Cash Equivalents to collateralize letters of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding credit at any time.Issuing Bank contemplated by Section 2.3(k)

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of the Borrower or with respect to any of its properties Subsidiary constituting Inventory, Credit Card Accounts Receivable or assetsany other Collateral (as defined in the Guarantee and Collateral Agreement or the hypothec as in effect on the Effective Date) or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (bii) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens);described in the Perfection Certificate, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded;Debt secured thereby, (giv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderany Liens permitted by clause (ii) above are terminated (and not replaced, sale and leaseback transactionsextended or renewed in accordance with clause (iii) above), in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien (and the Debt secured thereby) shall be incurred no later than in favor ninety (90) days after the termination of the PBGCLien permitted by clause (ii) above, arising out of judgments or awards in respect of which and (B) any such Lien shall be granted on the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review same property (and in respect of which it 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 Agreement Accounting Principles, with respect any additions to such judgment property or award and; provided, further, that any property taken by the Loan Parties in replacement or substitution for such judgment shall not give rise to an Event of Default;property) as the terminated Lien, (iv) Liens on any bills of ladingRelated Intellectual Property with Persons that have entered into an agreement, airway billsreasonably satisfactory to the Agent, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect acknowledging the limited license granted to letters of credit issued for the benefit of suppliers of inventory Agent in such trademarks or trade names pursuant to facilities provided the Loan Documents and agreeing to a Foreign Subsidiary abide by, and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that not interfere with, such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000limited license; and (kvi) other Liens to secure Debt of the Borrower for borrowed money, in an aggregate principal amount not to exceed CAN$400,000,000 at any time outstanding, provided, that, (not covering A) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (B) Pro Forma and Projected Excess Availability is at least fifteen percent (15%) of the Line Cap after giving effect to the incurrence of any Inventorysuch Debt, Accounts or other Receivables (C) the Pro Forma Fixed Charge Ratio shall be at least 1.1 to 1.0 after giving effect to the incurrence of any such Debt, (D) such Lien shall be subordinate to the Lien of the Agent in respect of the Collateral and the holder of such Lien shall have entered into an intercreditor agreement in such form as the Agent may reasonably agree, and (E) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party or proceeds of any which do not constitute Collateral, the Agent shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, subordinate to the Lien of the foregoingholder of such Debt pursuant to an intercreditor agreement in such form as the Agent may reasonably agree, and (F) not otherwise permitted under this Section 8.2, securing obligations the documentation granting such Lien shall be in an amount not form and substance reasonably satisfactory to exceed $20,000,000 the Agent in an aggregate amount outstanding at any timeits Permitted Discretion.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsof any character, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Permitted Liens, (ii) Liens on receivables of any bills of lading, airway bills, receipts and other applicable documents of title kind (and inventory in property securing or otherwise supporting such receivables) in connection with agreements for limited recourse sales or financings by the Borrower or any of its Subsidiaries or by Designer Holdings or any of its Subsidiaries for cash of such receivables or interests therein, provided that (A) any such agreement is of a type and goods covered therebyon terms customary for comparable transactions in the good faith judgment of the Board of Directors of Group and (B) delivered with respect to letters such agreement does not create any interest in any asset other than receivables (and property securing or otherwise supporting such receivables), related general intangibles and proceeds of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;foregoing, (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (kiii) other Liens securing Debt, including Liens incurred pursuant to subsection (not covering any Inventoryv) below, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate principal amount outstanding at any time not to exceed 10% of Consolidated Tangible Assets of Group and its Subsidiaries at such time; provided that Liens securing Debt of Authentic Fitness Products Inc. under credit facilities existing on the date that Authentic Fitness becomes a Subsidiary of the Borrower are expressly permitted until the consummation of the acquisition of 100% of the capital stock of Authentic Fitness, (iv) Liens arising from covenants by the Borrower or its Subsidiaries to grant security interests in the assets of Warnaco of Canada Limited or its Subsidiaries (the "Canadian Subsidiaries") to secure Debt of the Canadian Subsidiaries in the event that the Lenders hereunder or lenders under the Existing Five Year Credit Agreement, the New 364 Day Credit Agreement or the Trade Credit Facility are granted Liens by Group or its Subsidiaries in their respective assets to secure the Obligations under the Loan Documents, the Existing Five Year Credit Agreement, the New 364 Day Credit Agreement or the Trade Credit Facility, as the case may be, and (v) Liens on Margin Stock.

Liens, Etc. Each of Group and the The U.S. Borrower will shall not, and will shall not permit any of its respective Material Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (ci) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 6.04(a) (Existing Liens); (dii) Customary Permitted LiensLiens of the U.S. Borrower and the U.S. Borrower's Material Subsidiaries; (eiii) purchase money Liens granted by a Warnaco Entity the U.S. Borrower or any Material Subsidiary of the U.S. Borrower (including the interest of a lessor under a Liens arising pursuant to Capital Lease Leases and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof mortgages or promptly thereafter) security interests securing Indebtedness permitted under Section 8.1(erepresenting or financing the purchase price of equipment (or improvements to existing equipment) acquired by the U.S. Borrower or any Material Subsidiary of the U.S. Borrower) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fiv) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (ci) or (eiii) of above or this Section 8.2 as long as such Lien does not cover clause (iv) without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (gv) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (ivi) Liens on any bills tangible or intangible asset or property of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect securing the Foreign Credit Lines of which all inventory and goods are located outside the United Statessuch Foreign Subsidiary or a refinancing thereof; (jvii) Liens securing created in connection with a Receivables Transaction; provided, however, that the aggregate outstanding amount of all Indebtedness incurred under Section 8.1(j); provided that secured by such Liens shall only encumber Insurance Assets that relate directly created pursuant to the Indebtedness such assets secure and that have an aggregate value this paragraph (vii) does not in excess of exceed $15,000,000500,000,000; and (kviii) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) that are not otherwise permitted under by the foregoing clauses of this Section 8.2, 6.04(a) securing obligations in an or other liabilities of any Subsidiary; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not to exceed $20,000,000 in an aggregate amount outstanding 100,000,000 at any time.

Liens, Etc. Each of Group and the Neither Holdings nor any Borrower will notshall, and will not or shall permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of their respective Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments or otherwise securing, directly, or indirectly, the Secured Obligations; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted Liens; (ed) purchase money Liens granted by a Warnaco Entity any Borrower or any of its Subsidiaries (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time time, on or after the date hereof, of such Warnaco EntityBorrower’s or such Subsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1 (f) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) without any change in the class or category of this Section 8.2 as long as such Lien does not cover any assets not subject to such Lien; (f) Liens granted in connection with Indebtedness permitted under Section 8.1(g) (Indebtedness) and limited in each case to the Lien securing Securitization Assets transferred or assigned pursuant to the Indebtedness being renewed, extended, refinanced or refundedrelated Securitization Facility; (g) Liens on assets of any JD Entity that is not a Material Loan Party securing Indebtedness incurred by such JD Entity permitted under Section 8.1(h) (Indebtedness); (h) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;; and (hi) Liens not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations or other liabilities (other than in favor Indebtedness) of the PBGC, arising out any Borrower or any of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award andtheir respective Subsidiaries; provided, furtherhowever, that any the aggregate outstanding amount of all such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts obligations and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that liabilities secured by such Liens shall only encumber Insurance Assets that relate directly to not exceed the Indebtedness such assets secure and that have an aggregate value not in excess Dollar Equivalent of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 5,000,000 at any time.

Liens, Etc. Each of Group and the Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its properties assets or assetsproperties, whether now owned or hereafter acquired, or assign any right to receive income, except for:in each case to secure any Debt of any Person, other than (in each case, a “Permitted Lien”): (ai) Liens created pursuant to in favor of the Loan DocumentsLender; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (cii) Liens existing on the Closing Date and disclosed listed on Schedule 8.2 6.02(a) and any modifications, replacements, renewals, refinancings or extensions thereof; provided that the Lien does not extend to any additional property other than (Existing LiensA) Replacement Assets, and (B) proceeds and products thereof; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business or by operation of law, and Liens incurred by the Borrower or such Subsidiary in the ordinary course of business in connection with worker’s compensation, unemployment insurance and other types of social security, or to secure the performance of surety and appeal bonds, deeds, leases (other than Debt), government contracts, bids, trade contracts, statutory obligations, performance and return of money bonds and other similar obligations; (iv) Liens or charges arising in favor of governmental authorities by operation of law for which no default exists in the payment of the obligations secured thereby or which are being contested in compliance with Section 6.01(d); (dv) Customary Permitted LiensLiens arising under (A) the security documents in respect of Hedge Agreements permitted under Section 6.02(b)(iii) in favor of the Lender or its Affiliates and (B) agreements relating to Cash Management Obligations in favor of the Lender or its Affiliates; (evi) purchase money Capital Leases of, and security interests in, assets acquired, constructed or improved (whether real or personal, tangible or intangible) by the Borrower or such Subsidiary after the date hereof, provided that such Liens granted and the Debt secured thereby (A) are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (B) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such assets and is otherwise permitted by a Warnaco Entity Section 6.02(b)(ii), and (including C) such Liens shall not apply to any other property or assets of the interest Borrower or such Subsidiary (other than Replacement Assets); (vii) Liens of a lessor under a Capital Lease landlords and purchase money mortgagees of landlords arising by statute; (viii) judgment Liens to which any securing judgments and other proceedings not constituting an Event of Default hereunder; (ix) Liens existing on (A) property is subject acquired by such Loan Party or Subsidiary at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter(B) securing Indebtedness permitted under Section 8.1(eassets of a Person at the time such Person is acquired, so long as (1) and limited the Lien was not created in each case to the property purchased with the proceeds contemplation of such purchase money Indebtedness acquisition, (2) the amount of the obligations secured thereby has not been increased in connection with such acquisition or subject to such Capital Lease; at any time thereafter (fexcept in connection with any Permitted Refinancing), (3) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets extend to property not subject to such Lien at the time of such acquisition (other than improvements thereon and Replacement Assets), any such Lien securing is applicable only to specific property, and such Liens are not “blanket” or all asset Liens, and (4) such Lien secures only (x) those obligations which it secures on the Indebtedness being reneweddate of such acquisition or the date such Person is acquired, extendedas the case may be, refinanced or refundedand such obligations are otherwise permitted by Section 6.02(b)(vii) and (y) any Permitted Refinancing of such obligations; (gx) Liens in favor of lessors securing operating leases or, to the extent such transactions create constituting a Lien thereunderLien, sale any interest or title of a lessor under any personal property operating lease entered into in the ordinary course of business of the Borrower or any Subsidiary and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderprecautionary financing statement filings relating thereto; (hxi) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not in any case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (xii) Liens on assets of Foreign Subsidiaries; provided that (A) such Liens do not otherwise permitted under this Section 8.2extend to, other than in favor or encumber, assets that constitute Collateral or the Equity Interests of the PBGCBorrower or any of the Subsidiaries, and (B) such Liens extending to the assets of any Foreign Subsidiary secure only Debt incurred by such Foreign Subsidiary pursuant to Section 6.02(b)(vi), (vii) or (xi); (xiii) (A) Liens of a collecting bank arising out in the ordinary course of judgments business under Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (B) Liens arising in the ordinary course of business of any depositary bank or awards securities intermediary in connection with statutory, common law and customary contractual rights of set-off and recoupment with respect to any deposit account or securities account of the Borrower or any Subsidiary thereof; (xiv) Liens on cash pledged to secure obligations in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred or banker’s acceptances permitted under Section 8.1(j6.02(b)(x); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (kxv) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, specifically listed above securing obligations in an amount not to exceed $20,000,000 5,000,000 in an the aggregate amount outstanding at any timetime outstanding.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, exist any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementAgreement and disclosed on Schedule 8.2; (c) Customary Permitted Liens existing on of the Closing Date Borrower and disclosed on Schedule 8.2 (Existing Liens)its Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of the Borrower's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; provided, however, that no Lien that attaches to any Borrowing Base Asset shall be permitted by this clause (d); (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb), (d) or (e) of this Section 8.2 as long as such Lien does not cover (Liens, Etc.) without any change in the assets not subject to such Lien; (f) Liens on the Lien assets of any Subsidiary of the Borrower holding any Landholding Interest securing the Indebtedness being renewed, extended, refinanced or refundedof such Subsidiary permitted under clause (l) and (m) of Section 8.1 (Indebtedness); (g) Liens in favor on the property and assets of lessors securing operating leases or, Preferred Home Mortgage Company and its Wholly-Owned Subsidiaries to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are secure Indebtedness permitted hereunderunder clause (n) of Section 8.1 (Indebtedness); (h) Liens pursuant to warranty deeds of trust securing profit participations and marketing fees payable at the time of a third party house closing not otherwise permitted under this Section 8.2, other than to exceed $200,000 in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewaggregate at any time; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills the property and assets of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any Subsidiaries of the foregoing) Borrower that are not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeDomestic Subsidiaries.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create Create or suffer to exist, exist any Lien upon property of Holdings, the Borrowers or with respect to any of its properties Domestic Subsidiary constituting Inventory, Credit Card Accounts Receivable or assetsany other Collateral or any Related Intellectual Property, whether now owned or hereafter acquired, or assign any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents;Permitted Liens, (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (cii) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens);Effective Date, other than liens securing Priority Obligations, (diii) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest replacement, extension or renewal of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cii) above upon or on the same property theretofore subject thereto (eand on any additions to any such property and in any property taken in replacement or substitution for any such property), or the replacement, extension or renewal (without increase in the amount) of this Section 8.2 as long as the Debt secured thereby, (iv) to the extent any Liens permitted by clause (ii) above are terminated (and not replaced, extended or renewed in accordance with clause (iii) above), Liens not otherwise permitted by clause (iii) above securing Debt in an amount up to the amount of Debt secured by such terminated Liens; provided that (A) any such Lien does (and the Debt secured thereby) shall be incurred no later than ninety (90) days after the termination of the Lien permitted by clause (ii) above, and (B) any such Lien shall be granted on the same property (and on any additions to such property or any property taken by the Loan Parties in replacement or substitution for such property) as the terminated Lien, (v) Liens on Related Intellectual Property with Persons that have entered into an agreement, reasonably satisfactory to the Agent, acknowledging the limited license granted to the Collateral Agent in such trademarks or trade names pursuant to the Loan Documents and agreeing to abide by, and not cover interfere with, such limited license; (vi) Liens to secure (A) the Existing Second Lien Notes and any assets Permitted Refinancing Debt with respect thereto and (B) additional Debt of the Borrowers for borrowed money in an aggregate principal amount not subject to exceed, at any time outstanding, the difference between $2,000,000,000 and the sum of (1) the principal amount of Debt outstanding pursuant to the preceding clause (A) and (2) the outstanding balance of the Term Loan, provided, that, (1) no Default or Event of Default then exists or would arise from the incurrence of such Debt or the granting of such Lien, (2) Reserved, (3) such Lien shall be pari passu with or subordinate to the Lien of the Collateral Agent securing the Term Loans, and junior to the Lien securing the Indebtedness being renewedPriority Obligations, extendedin each case pursuant to arrangements reasonably satisfactory to the Agent (including without limitation through joinder to the Existing Intercreditor Agreement and/or the Security Agreement), refinanced or refunded;(4) if the Debt secured by such Liens is secured by both Collateral and by property and assets of any Loan Party which do not constitute Collateral, the Collateral Agent shall have obtained a Lien on such property and assets that do not otherwise constitute Collateral to secure the Obligations, pari passu with the Lien of the holder of such Debt pursuant arrangements reasonably satisfactory to the Agent, and (5) the documentation granting such Lien shall be in form and substance reasonably satisfactory to the Agent in its Permitted Discretion; and (gvii) Liens in favor of lessors securing operating leases orto secure obligations under the First Lien Credit Agreement and other Priority Obligations, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeconstituting Permitted Debt.

Liens, Etc. Each of Group and Neither Holdings nor the Borrower will notBorrowers shall, and will not nor shall they permit any of its their respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents or the Intercompany Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens of Holdings, the Borrowers and their respective Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrowers or any Subsidiary of the Borrowers (including the interest of a lessor under a Capital Lease or synthetic lease and purchase money Liens to which any property is subject at the time time, on or after the Effective Date, of the Borrowers’ or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital LeaseLease or synthetic lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1 (Indebtedness); (gf) Liens in favor of lessors securing operating leases orpermitted hereunder; and (g) Liens securing any Indebtedness permitted by Section 8.1(k) (Indebtedness) and, to the extent not guaranteed as permitted by Section 8.1(k), Liens created on Credit Agreement HLI Operating Company, Inc. Hxxxx Lemmerz Finance LLC — Luxembourg S.C.A. the assets of a Foreign Subsidiary to secure any trade payables not constituting Indebtedness of such transactions create a Lien thereunderSubsidiary; provided, sale and leaseback transactionshowever, in each case the aggregate outstanding amount of all such Indebtedness secured pursuant to the extent such operating leases or sale and leaseback transactions are permitted hereunder;this clause (g) shall not exceed $50,000,000; and (h) Liens not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations or other liabilities (other than in favor Indebtedness) of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award andany Loan Party; provided, furtherhowever, that any the aggregate outstanding amount of all such judgment obligations and liabilities shall not give rise to an Event of Default;exceed $10,000,000 at any time; and (i) Liens on arising pursuant to, or assignments in connection with, any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered Securitization Program or Foreign Receivables Purchase Program solely with respect to letters of credit issued for Receivables Assets securitized or sold, as the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;case may be, thereunder; and (j) Liens incurred by Holdings, any Borrower or any of its respective Subsidiaries securing any Indebtedness incurred under permitted by Section 8.1(j8.1(n); provided provided, however, that such Liens Lien in respect of such Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall only encumber Insurance Assets that relate directly be and shall remain junior and subordinate in all respects to any Lien created by such, as applicable, pursuant to the Indebtedness such assets secure Loan Documents and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any the Intercompany Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeDocuments.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Principal Domestic Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to on any of its properties or assetsRestricted Property, whether now owned or hereafter acquired, without making effective provision (and the Borrower covenants and agrees that it will make or assign any right cause to receive incomebe made effective provision) whereby the Advances shall be directly secured by such Lien equally and ratably with (or prior to) all other indebtedness secured by such Lien as long as such other indebtedness shall be so secured; provided, except forhowever, that there shall be excluded from the foregoing restrictions: (ai) Liens created pursuant to securing Debt not exceeding $100,000,000 which are existing on the Loan Documents; (b) Liens granted date hereof on Restricted Property; and, if any property now owned or leased by Borrower or by a Foreign present Principal Domestic Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g)at any time hereafter becomes a Principal Domestic Manufacturing Property, which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed date hereof on Schedule 8.2 (Existing Liens)such property securing the Debt now secured or evidenced thereby; (dii) Customary Permitted LiensLiens on Restricted Property of a Principal Domestic Subsidiary as security for Debt of such Subsidiary to the Borrower or to another Principal Domestic Subsidiary; (eiii) purchase money in the case of any corporation which becomes a Principal Domestic Subsidiary after the date of this Agreement, Liens granted on Restricted Property of such Principal Domestic Subsidiary which are in existence at the time it becomes a Principal Domestic Subsidiary and which were not incurred in contemplation of its becoming a Principal Domestic Subsidiary; (iv) any Lien existing prior to the time of acquisition of any Principal Domestic Manufacturing Property acquired by the Borrower or a Warnaco Entity Principal Domestic Subsidiary after the date of this Agreement through purchase, merger, consolidation or otherwise; (including v) any Lien on any Principal Domestic Manufacturing Property (other than a Major Domestic Manufacturing Property) acquired or constructed by the interest Borrower or a Principal Domestic Subsidiary after the date of this Agreement, which is placed on such Property at the time of or within 180 days after the acquisition thereof or prior to, at the time of or within 180 days after completion of construction thereof to secure all or a lessor under portion of the price of such acquisition or construction or funds borrowed to pay all or a Capital Lease and purchase money Liens portion of the price of such acquisition or construction; (vi) extensions, renewals or replacements of any Lien referred to which in clause (i), (iii), (iv) or (v) of this subsection (a) to the extent that the principal amount of the Debt secured or evidenced thereby is not increased, provided that the Lien is not extended to any property other Restricted Property unless the aggregate value of Restricted Property encumbered by such Lien is subject not materially greater than the value (as determined at the time of such Warnaco Entity’s acquisition thereof extension, renewal or promptly thereafterreplacement) securing Indebtedness permitted under Section 8.1(e) and limited in each case to of the property purchased with Restricted Property originally encumbered by the proceeds of such purchase money Indebtedness Lien being extended, renewed or subject to such Capital Lease;replaced; NYDOCS01/1619389.2 (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (gvii) Liens in favor of lessors securing operating leases orimposed by law, to the extent such transactions create a Lien thereunderas carriers’, sale warehousemen’s, mechanics’, materialmen’s, vendors’ and leaseback transactionslandlords’ liens, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in against the Borrower or any Principal Domestic Subsidiary which are (x) immaterial or (y) with respect of to which the applicable Warnaco Entity Borrower or such Subsidiary at the time shall in good faith currently be prosecuting an appeal or proceedings for review and in with respect of to which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iviii) Liens on any bills minor survey exceptions, minor encumbrances, easements or reservations of, or rights of ladingothers for, airway billsrights of way, receipts sewers, electric lines, telegraph and telephone lines and other applicable documents of title (similar purposes, and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly zoning or other restrictions as to the Indebtedness use of any Principal Domestic Manufacturing Property, which exceptions, encumbrances, easements, reservations, rights and restrictions do not, in the opinion of the Borrower, in the aggregate materially detract from the value of such assets secure Principal Domestic Manufacturing Property or materially impair its use in the operation of the business of the Borrower and that have an aggregate value not in excess of $15,000,000its Principal Domestic Subsidiaries; and (kix) other any Lien on Restricted Property not referred to in clauses (i) through (viii) of this subsection (a) if, at the time such Lien is created, incurred, assumed or suffered to be created, incurred or assumed, and after giving effect thereto and to the Debt secured or evidenced thereby, the aggregate amount of all outstanding Debt of the Borrower and its Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted Property which are not referred to in clauses (i) through (viii) of this subsection (a) and which do not covering equally and ratably secure the Advances shall not exceed 15% of Consolidated Net Tangible Assets. If at any Inventorytime the Borrower or any Principal Domestic Subsidiary shall create, Accounts incur or assume or suffer to be created, incurred or assumed any Lien on Restricted Property by which the Advances are required to be secured pursuant to the requirements of this subsection (a), the Borrower will promptly deliver to each Lender an opinion, in form and substance reasonably satisfactory to the Required Lenders, of the General Counsel of the Borrower (so long as the General Counsel is able to render an opinion as to the relevant local law) or other Receivables of any Loan Party or proceeds of any of counsel reasonably satisfactory to the foregoing) not otherwise permitted under this Section 8.2Required Lenders, securing obligations to the effect that the Advances have been secured in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeaccordance with such requirements.

Liens, Etc. Each of Group and the The Borrower will shall not, and will not nor shall it permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) (i) Liens created pursuant to the Loan Documents, and (ii) Liens on the Collateral securing any (A) Loan Agreement Refinancing Debt in respect of any Permitted Pari Passu Refinancing Debt or Permitted Junior Lien Refinancing Debt or (B) any New Incremental Notes; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens) or, to the extent not listed in such schedule, where the property or assets subject to such Liens have a Fair Market Value that does not exceed $10,000,000 in the aggregate, and any modifications, replacements, renewals or extensions thereof; provided, however, that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 8.1 (Indebtedness) and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured by such Liens is permitted by Section 8.1 (Indebtedness); (c) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) Customary Permitted Liensstatutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty 30 days or if more than 30 days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (ei) purchase pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Subsidiaries; (f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 9.1(g) (Events of Default); (i) Liens securing Indebtedness permitted under Section 8.1(f) (Indebtedness); provided, however, that (i) such Liens attach concurrently with or within two hundred and seventy (270) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capital Leases; provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by such lender; (j) leases, licenses, subleases or sublicenses granted by to others in the ordinary course of business, which do not (i) interfere in any material respect with the business of the Borrower or any of its material Subsidiaries or (ii) secure any Indebtedness; (k) Liens in favor of customs and revenue authorities arising as a Warnaco Entity matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (l) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the interest right of a lessor under a Capital Lease set-off) and purchase money which are within the general parameters customary in the banking industry; (m) Liens to which (i) on cash advances in favor of the seller of any property is subject at to be acquired in an Investment permitted pursuant to Sections 8.3(c) to be applied against the time purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in an Asset Sale permitted under Section 8.4 (Sale of Assets), in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Warnaco Entity’s acquisition thereof Lien; (n) Liens on property of any Foreign Subsidiary that does not constitute Collateral, which Liens secure Indebtedness of such Foreign Subsidiary permitted under Section 8.1 (Indebtedness); (o) Liens in favor of the Borrower or promptly thereafter) another Loan Party securing Indebtedness permitted under Section 8.1(e) and limited (Indebtedness); (p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case to after the property purchased with Closing Date (other than Liens on the proceeds equity interests of any Person that becomes a Subsidiary); provided, that (i) such Lien was not created in contemplation of such purchase money Indebtedness acquisition or subject to such Capital Lease; Person becoming a Subsidiary, (fii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not extend to or cover any other assets not subject or property (other than the proceeds or products thereof and other than after-acquired property subjected to the a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness being renewedsecured thereby is permitted under Section 8.1(f), extended, refinanced (i) or refunded(m) (Indebtedness); (gq) Liens arising from precautionary UCC financing statement filings regarding leases entered into by the Borrower or any of its Subsidiaries in favor the ordinary course of lessors securing operating leases orbusiness; (r) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 8.3 (Investments); (t) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (u) Liens that are contractual rights of set-off (i) relating to the extent such transactions create a Lien thereunderestablishment of depository relations with banks not given in connection with the issuance of Indebtedness, sale (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and leaseback transactions, its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers or the Borrower or any Subsidiary in each case to the extent such operating leases ordinary course of business; (v) Liens solely on any cxxx xxxxxxx money deposits made by the Borrower or sale and leaseback transactions are any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (hw) Permitted Exceptions (as defined in the Mortgages); (x) other Liens securing Indebtedness at any time outstanding in an aggregate principal amount not to exceed the greater of $40,000,000 and 1.0% of Consolidated Total Assets as of the most recently ended Test Period in the aggregate at any time outstanding; (y) in the case of leased Real Property, (i) liens on the fee interest in the land held by the landlord under the applicable lease, (ii) rights of the landlord under the applicable lease, (iii) all superior, underlying and ground leases and all renewals, amendments, modifications, replacements, substitutions and extensions thereof; (z) licenses, sublicenses or similar rights to use any patent, trademark, copyright or other intellectual property right granted to others by the Borrower or any of its Subsidiaries in the ordinary course of business, which do not interfere in any material respect with the business of the Borrower or such Subsidiary; (aa) Liens not otherwise on the Collateral that are junior to the Liens securing the Obligations in respect of Indebtedness permitted under this Section 8.28.1 (Indebtedness) (s) and (u) and in respect of Note Refinancing Indebtedness; provided, that such junior Liens are subject to a Junior Lien Intercreditor Agreement; (bb) Liens on any amounts held by a trustee under any indenture or other than debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (cc) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (d) of the definition thereof; and (dd) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of the PBGC, arising out Borrower or any Subsidiary of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured Borrower that is 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 Agreement Accounting Principles, with respect to such judgment or award andLoan Party; provided, further, that the Indebtedness secured by any such judgment shall not give rise Liens is evidenced by a note and pledged to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory Administrative Agent pursuant to facilities provided to a Foreign Subsidiary the Pledge and in respect of which all inventory Security Agreement and goods are located outside the United States; (jii) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Subsidiary that is not Loan Party or proceeds in favor of any of the foregoing) Subsidiary that is not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timea Loan Party.

Liens, Etc. Each of Group and the Borrower will The Company shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 8.1 (Existing Liens); (db) Customary Permitted LiensLiens of the Company and the Company’s Subsidiaries; (ec) purchase money Liens granted by a Warnaco Entity the Company or any Subsidiary of the Company (including the interest of a lessor under a Liens arising pursuant to Capital Lease Leases and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof mortgages or promptly thereafter) security interests securing Indebtedness permitted under Section 8.1(erepresenting or financing the purchase price of equipment (or improvements to existing equipment) acquired by the Company or any Subsidiary of the Company) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fd) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (ca) or (ec) of above or this Section 8.2 as long as such Lien does not cover clause (d) without any change in the assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedsuch Lien; (ge) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (if) Liens on any bills tangible or intangible asset or property of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect securing the Foreign Credit Lines of which all inventory and goods are located outside the United States;such Foreign Subsidiary or a refinancing thereof; CREDIT AGREEMENT FMC FINANCE B.V. (jg) Liens securing created in connection with a Receivables Transaction; provided, however, that the aggregate outstanding amount of all Indebtedness incurred under Section 8.1(j); provided that secured by such Liens shall only encumber Insurance Assets that relate directly created pursuant to the Indebtedness such assets secure and that have an aggregate value this paragraph (g) does not in excess of exceed $15,000,000300,000,000; and (kh) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) that are not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.1 securing obligations in an or other liabilities of any Subsidiary; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not to exceed $20,000,000 in an aggregate amount outstanding 50,000,000 at any time.

Liens, Etc. Each of Group and the Borrower will notWill not create, and will not incur, assume or suffer to exist, or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens granted by outstanding on the Effective Date and described in a Warnaco Entity writing delivered to the Administrative Agent and the Lenders on or before the Effective Date (including the interest of a lessor under a Capital Lease “Existing Liens”), and purchase money Liens to any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property is subject at of the time Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such Warnaco Entity’s acquisition thereof or promptly thereafterbusiness to replace property covered by Existing Liens, and (3) securing Indebtedness permitted under Section 8.1(e) and limited in each case de minimis other property incidental to the property purchased with the proceeds of such purchase money Indebtedness referred to in clause (1) or subject to such Capital Lease(2) above; (fiii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedPurchase Money Liens; (giv) Liens on properties of (X) any SLS Entity or any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other Subsidiary of the Company principally engaged in favor the business of lessors securing operating leases orfinance, to the extent such transactions create a Lien thereunderbanking, sale and leaseback transactionscredit, in each case to the extent such operating leases leasing, insurance or sale and leaseback transactions are permitted hereunderother similar operations; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iv) Liens on any bills properties of ladingSubsidiaries of the Company, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods properties are located outside the United StatesStates of America; (jvi) Liens securing Indebtedness incurred under Section 8.1(j); provided that such COLI Debt; (vii) Liens shall only encumber Insurance Assets that relate directly to on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of such assets secure and that have an aggregate value not in excess partnerships or joint ventures, or of $15,000,000Subsidiaries of such partnerships or joint ventures; and (kviii) other Liens (not covering any Inventory, Accounts securing an aggregate principal amount of Indebtedness or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 750,000,000 at any time.time outstanding. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Liens, Etc. Each of Group and the Borrower will notCreate incur, and will not permit any of its respective Subsidiaries to, create assume or suffer to exist, exist any Lien upon or with respect to any of its properties or assetsassets (including the stock of its Subsidiaries), whether now owned or hereafter acquired, or assign any right to receive income, except forexcept: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens)date hereof; (dii) Customary Permitted LiensLiens created by the First Mortgage Indentures, so long as by the terms thereof no “event of default” (howsoever designated) in respect of any bonds issued thereunder will arise upon the occurrence of an Unmatured Default or Event of Default hereunder; (eiii) purchase money Liens granted by a Warnaco Entity (including with respect to any Principal Subsidiary, “Permitted Liens” or “Permitted Encumbrances” under the interest of a lessor under a Capital Lease and purchase money Liens First Mortgage Indenture to which any property such Principal Subsidiary is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactionsparty, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderLiens do not secure Debt of such Principal Subsidiary; (hiv) any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by the Borrower or any Principal Subsidiary and any Lien on any assets existing at the time of acquisition thereof by the Borrower or such Principal Subsidiary or created within 180 days from the date of completion of such acquisition or construction; provided that, such Lien shall at all times be confined solely to the assets so acquired or constructed and any additions thereto; (v) any existing Liens on assets now owned by the Borrower or any Principal Subsidiary and Liens existing on assets of a corporation or other going concern when it is merged into or with the Borrower or such Principal Subsidiary or when substantially all of its assets are acquired by the Borrower or such Principal Subsidiary; provided that such Liens shall at all times be confined solely to such assets, or if such assets constitute a utility system, additions to or substitutions for such assets; (vi) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall resulting from legal proceedings being contested in good faith be prosecuting an appeal by appropriate legal or administrative proceedings for review by the Borrower or any Principal Subsidiary, and in respect of as to which it shall have secured the Borrower or such Principal Subsidiary, to the extent required by generally accepted accounting principles applied on a subsisting stay of execution pending such appeal or proceedings for review; provided it consistent basis, shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (ivii) Liens on any bills created in favor of lading, airway bills, receipts and the other applicable documents of title (and inventory and goods covered thereby) delivered contracting party in connection with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesadvance or progress payments; (jviii) any Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables favor of any Loan Party state of the United States or proceeds any political subdivision of any such state, or any agency of any such state or political subdivisions, or trustee acting on behalf of holders of obligations issued by any of the foregoing or any financial institutions lending to or purchasing obligations of any of the foregoing, which Lien is created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto; (ix) not Liens resulting from conditional sale agreements, capital leases or other title retention agreements; (x) with respect to pollution control bond financings, Liens on funds, accounts and other similar intangibles of the Borrower or any Principal Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority and pledges of the Borrower’s or such Principal Subsidiary’s interest, if any, in any bonds issued pursuant to such financings to a letter of credit bank or bond issuer or similar credit enhancer; (xi) Liens granted on accounts receivable and Regulatory Assets in connection with financing transactions, whether denominated as sales or borrowings; (xii) Liens on the assets of, the stock issued by or other equity of, any Subsidiary of the Borrower created to hold generating or transmission assets if such Liens are created to secure Debt that is nonrecourse to the Borrower and is incurred to acquire, construct or otherwise develop such generating or transmission assets; (xiii) Liens created to secure Debt of a transmission company Subsidiary of the Borrower with respect to assets transferred to such transmission company by another Subsidiary of the Borrower; (xiv) any other Liens incurred in the ordinary course of business otherwise than to secure Debt; (xv) any extension, renewal or replacement of Liens permitted by clauses (i), (iii) through (v) and (vii) through (xiii); provided, however, that the principal amount of Debt secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Debt so secured and that such extension, renewal or replacement shall be limited to all or a part of the property that secured the Lien so extended, renewed or replaced or to other property of no greater value than the property that secured the Lien so extended, renewed or replaced; and (xvi) Liens created under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeLoan Document.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens of the Borrower and the Borrower’s Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of the Borrower’s or such Warnaco EntitySubsidiary’s acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1(e) (Indebtedness); (f) pledges of cash collateral to support Hedging Contracts with Subsidiaries in an aggregate amount not to exceed $10,000,000; (g) Liens in favor pledges of lessors securing operating leases or, to cash collateral and deposits consistent with the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder;Budget; and (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall judgments not give rise to constituting an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group and the Borrower will notshall not create or incur or allow to be created, and will not incurred or exist, or permit any of its respective Subsidiaries to, subsidiaries to create or suffer incur or allow to be created, incurred or exist, any Lien upon or with respect to any of Borrower’s or its properties subsidiaries’ assets or assets, whether now owned or hereafter acquired, or assign any right to receive incomeproperties, except for:each of the following (collectively, “Permitted Liens”): (a) Liens for taxes, assessments or other governmental charges in the ordinary course of business and for which no interest, late charge or penalty is attaching or which are being contested in good faith by appropriate proceedings; (b) Liens, not delinquent, created pursuant by statute in connection with worker’s compensation, unemployment insurance, social security and similar statutory obligations; (c) Liens of mechanics, materialmen, carriers, warehousemen or other like statutory or common law liens securing obligations incurred in good faith in the ordinary course of business that are not due and payable or which are being contested in good faith; provided that Borrower has set aside reserves reasonable under the circumstances for any such liens being contested in good faith; (d) Purchase money Liens upon property and equipment of Borrower acquired for use in Borrower’s business, securing the purchase price thereof or securing Debt incurred solely for the purpose of financing the acquisition thereof, and all of which Liens in the aggregate do not secure Debt in excess of $15,000,000 at any time outstanding; (e) Liens securing capital lease obligations under which the lessor’s recourse is limited to the leased property; (f) Liens securing indebtedness which is junior and subordinate in right of payment to Borrower’s obligations to Lender under the Loan Documents (“Junior Liens”) so long as, prior to the creation of such Junior Liens, unless such Junior Liens are described in clauses (a) through (e) above, Lender has consented in writing to such Junior Liens (such consent not to be unreasonably withheld), and Lender and the holder of such Junior Liens have entered into a subordination agreement in form and substance reasonably satisfactory to Lender providing for the subordination of the indebtedness secured by the Junior Liens to the obligations of Borrower under the Loan Documents; (bg) Liens granted any rights reserved to or vested in any municipality or public authority to control or regulate the use of the real property used and occupied by a Foreign Subsidiary Borrower in any manner; easements, rights-of-way, servitudes, restrictions and other defects, encumbrances and irregularities in title to the real property used and occupied by Borrower which could not, individually or in the aggregate, materially and adversely affect the condition or operation of Group securing the Indebtedness permitted such real property; rights of landlords under Section 8.1(greal property leases; so long as, in any case under this clause (g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property lienholder’s recourse is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunderrelated real property; (h) Liens not otherwise permitted statutory purchase-money Liens, including without limitation under this Section 8.2, other than in favor Article 2 of the PBGC, arising out Uniform Commercial Code securing obligations related to the acquisition of judgments or awards in respect of which the applicable Warnaco Entity shall goods and services incurred in good faith be prosecuting an appeal in the ordinary course of business that are not due and payable or proceedings for review and which are being contested in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewgood faith; provided it shall have that Borrower has set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that reserves reasonable under the circumstances for any such judgment shall not give rise to an Event of Default;liens being contested in good faith; and (i) Liens, other than Liens existing under clauses (a) through (c) and (g) and (h) above, existing on any bills of ladingthe Restatement Date and set forth on Schedule 6.04(i) attached hereto; provided, airway billshowever, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that no such Liens shall only encumber Insurance Assets may be modified, extended, or otherwise amended in any way that relate directly adversely affects, including by reason of delay, the perfection or priority of Borrower’s security interest in the Collateral unless Lender has consented to such amendment in writing. For the Indebtedness avoidance of doubt, Schedule 6.04(i) includes a true and complete list and description of all Liens of Borrower existing on the Restatement Date, other than Liens existing under clauses (a) through (c) and (g) and (h) above, regardless of whether any such assets secure and that have an aggregate value not in excess of $15,000,000; and Lien is permitted by clauses (kd) other Liens through (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoingf) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeabove.

Liens, Etc. Each of Group and the Borrower will The Loan Parties shall not, and will not nor shall they permit any Subsidiary of its respective Subsidiaries the Parent to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any Subsidiary of the Parent to assign, any right to receive incomeincome or profits with respect thereto, except forfor the following: (a) Liens created pursuant to the Loan DocumentsDocuments and Liens on cash or deposits granted in favor of the Administrative Agent, the Swing Loan Lender or any Issuer to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit, Swing Loans or Protective Advances, as contemplated under this Agreement; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Effective Date and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens on the assets or property of the Parent and the Parent’s Subsidiaries; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fd) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) above or this clause (d) to the extent such renewal, extension, refinancing or refunding is permitted by Section 8.1(i) (Indebtedness); (e) Liens on fixed or capital assets acquired, constructed or improved by the Parent or any Subsidiary of this the Parent; provided that (i) such security interests secure Indebtedness permitted under Section 8.2 as long as 8.1(d) (Indebtedness), (ii) such Lien security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not cover exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets (other than assets financed by the same financing source) and (iv) such security interests shall not apply to any other property or assets not subject of such Person (other than proceeds thereof), or to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedany other Person; (f) [reserved;] (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise any Lien on an asset, or an asset of any Person, acquired by the Parent or a Subsidiary of the Parent after the Effective Date pursuant to an Investment permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewAgreement; provided it shall have set aside on its books adequate reservesthat such Lien existed at the time such asset or such Person was acquired by the Parent or such Subsidiary and the principal amount secured by that Lien has not been incurred or increased in contemplation of, in accordance with Agreement Accounting Principlesor since, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultthe acquisition; (i) Liens on securing obligations of the Parent or any bills of lading, airway bills, receipts its Subsidiaries (other than the U.S. and other applicable documents of title (and inventory and goods covered therebyCanadian Loan Parties) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory Cash Management Obligations and goods are located outside Hedging Contracts of the United Statestype permitted pursuant to Section 8.1(g) (Indebtedness); (j) Liens (i) in favor of a U.S. and Canadian Loan Party securing obligations of the Parent or any Subsidiary of the Parent (other than a U.S. and Canadian Loan Party) owing to such U.S. and Canadian Loan Party, (ii) in favor of any Loan Party (other than a U.S. and Canadian Loan Party) securing obligations of any Subsidiary of the Parent (other than a Loan Party) owing to such Loan Party (other than a U.S. and Canadian Loan Party), or (iii) in favor of any Subsidiary of the Parent (other than a Loan Party) securing obligations of any other Subsidiary of the Parent (other than a Loan Party) owing to such Subsidiary, in each case in respect of Indebtedness incurred pursuant to Section 8.1(e) (Indebtedness); (k) Liens securing obligations of (i) the Parent or any Subsidiary of the Parent (other than a Loan Party) in respect of Indebtedness incurred pursuant to Section 8.1(o) (Indebtedness) or any refinancing thereof permitted under Section 8.1(j8.1(i) (Indebtedness), (ii) the UTi IMS Entities. in respect of Indebtedness incurred pursuant to Section 8.1(n) (Indebtedness) (to the extent that the Liens securing such obligations attach solely to the Inventory so financed and any proceeds of such Inventory), (iii) UTi (China) Ltd in respect of Indebtedness incurred pursuant to Section 8.1(q) (Indebtedness) or any refinancing thereof permitted under Section 8.1 (i) (Indebtedness), and (iv); members of the South African Group (other than Pyramid Freight BVI) in respect of Indebtedness incurred pursuant to Section 8.1(r) (Indebtedness) or any refinancing thereof permitted under Section 8.1(i) (Indebtedness); (l) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit or bankers’ acceptance issued or created for the account of the Parent or any of its Subsidiaries in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Parent or such Subsidiary; provided that such Liens shall Lien secures only encumber Insurance Assets that relate directly the obligations of the Parent or such Subsidiaries in respect of such letter of credit or bankers’ acceptance to the Indebtedness extent permitted under Section 8.1 (Indebtedness); (m) any encumbrance or restriction with respect to the Stock of any joint venture or similar arrangement created pursuant to the joint venture or similar agreements with respect to such assets secure and joint venture or similar arrangement, in each case solely in connection with an Investment permitted under Section 8.3 (Investments); (n) other Liens (other than Liens on Accounts or Inventory) securing obligations that have an aggregate value do not in excess of exceed $15,000,00015,000,000 at any time outstanding; and (ko) other Liens (not covering solely on any Inventory, Accounts xxxx xxxxxxx money deposits made by the Parent or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise its Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timehereunder.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its their respective properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forfor the following: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date date of this Agreement and disclosed on Schedule 8.2 (Existing Liens); (dc) Customary Permitted LiensLiens of the Borrower and the Borrower's Subsidiaries; (ed) purchase money Liens granted by a Warnaco Entity the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Liens arising pursuant to Capital Lease Leases and purchase money Liens mortgages or security interests securing Indebtedness representing or financing the purchase price of equipment (or improvements to which existing equipment) acquired by the Borrower or any property is subject at Subsidiary of the time of such Warnaco Entity’s acquisition thereof or promptly thereafterBorrower) securing Indebtedness permitted under Section 8.1(e) (Indebtedness) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (cb) or (d) above or this clause (e) of this Section 8.2 as long as without any change in the assets subject to such Lien does not cover any assets not subject and to the Lien securing the Indebtedness being renewedextent such renewal, extendedextension, refinanced refinancing or refundedrefunding is permitted by Section 8.1 (Indebtedness); (gf) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (g) Liens on any tangible or intangible asset or property of a Foreign Subsidiary securing the Foreign Credit Lines of such Foreign Subsidiary or a Permitted Refinancing thereof or securing Indebtedness permitted by Section 8.1(f); (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall Senior Secured Notes and the Existing Public Debt to the extent provided in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultthe Collateral Documents; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States;L/C Agreement; Credit Agreement FMC Corporation (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly on funds permitted to be withdrawn from the Indebtedness such assets secure and that have an aggregate value not in excess Restricted Cash Collateral Account by the terms of $15,000,000the Restricted Cash Collateral Account Agreement; and (k) other Liens (on assets that are not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) Collateral and that are not otherwise permitted under by the foregoing clauses of this Section 8.2, 8.2 securing obligations in an or other liabilities of any Subsidiary; provided, however, that the aggregate outstanding amount of all such obligations and liabilities shall not to exceed $20,000,000 in an aggregate amount outstanding 25,000,000 at any time.

Liens, Etc. Each of Group and the Borrower will notWill not create, and will not incur, assume or suffer to exist, or permit any of its respective Subsidiaries toto create, create incur, assume or suffer to exist, any Lien upon on or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (eii) purchase money Liens granted by outstanding on the Effective Date and described in a Warnaco Entity writing delivered to the Administrative Agent and the Lenders on or before the Effective Date (including the interest of a lessor under a Capital Lease “Existing Liens”), and purchase money Liens to any renewal, extension or replacement (or successive renewals, extensions or replacements) thereof which does not encumber any property is subject at of the time Company or its Subsidiaries other than (1) the property encumbered by the Lien being renewed, extended or replaced, (2) property acquired by the Company or its Subsidiaries in the ordinary course of such Warnaco Entity’s acquisition thereof or promptly thereafterbusiness to replace property covered by Existing Liens, and (3) securing Indebtedness permitted under Section 8.1(e) and limited in each case de minimis other property incidental to the property purchased with the proceeds of such purchase money Indebtedness referred to in clause (1) or subject to such Capital Lease(2) above; (fiii) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness being renewed, extended, refinanced or refundedPurchase Money Liens; (giv) Liens on properties of (X) any SLS Entity or any of their respective Subsidiaries, and (Y) MICC, Luxury Finance LLC and any other Subsidiary of the Company principally engaged in favor the business of lessors securing operating leases orfinance, to the extent such transactions create a Lien thereunderbanking, sale and leaseback transactionscredit, in each case to the extent such operating leases leasing, insurance or sale and leaseback transactions are permitted hereunderother similar operations; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (iv) Liens on any bills properties of ladingSubsidiaries of the Company, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods properties are located outside the United StatesStates of America; (jvi) Liens securing Indebtedness incurred under Section 8.1(j); provided that such COLI Debt; (vii) Liens shall only encumber Insurance Assets that relate directly to on ownership interests of the Company or any of its Subsidiaries in partnerships or joint ventures with third parties which secure the Indebtedness of THIRD AMENDED AND RESTATED CREDIT AGREEMENT such assets secure and that have an aggregate value not in excess partnerships or joint ventures, or of $15,000,000Subsidiaries of such partnerships or joint ventures; and (kviii) other Liens (not covering any Inventory, Accounts securing an aggregate principal amount of Indebtedness or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding 500,000,000 at any timetime outstanding.

Liens, Etc. Each of Group and the Borrower will notCreate, and will not permit any of its respective Subsidiaries toincur, create assume or suffer to exist, exist any Lien upon on or with respect to any of its properties or assetsof any character (including, without limitation, accounts) whether now owned or hereafter acquired, acquired or assign any accounts or other right to receive income, except forexcept: (ai) Liens created under the First Lien Collateral Documents; provided that (i) such Liens only secure (A) Debt permitted under Section 5.02(b)(i), (B) obligations under Eligible Permitted Commodity Hedge and Power Sale Agreements (including, without limitation, the Eligible Permitted Commodity Hedge and Power Sale Agreement required pursuant to Section 5.01(s)) and (C) obligations under Secured Hedge Agreements, (ii) such Liens are subject to the Loan Documentsterms of the Intercreditor Agreement and (iii) any Commodity Hedge Counterparty party to any such Eligible Permitted Commodity Hedge and Power Sale Agreement or any Hedge Bank party to any such Secured Hedge Agreement shall have become a party to the Intercreditor Agreement as, and shall have the obligations of, a First Lien Secured Party thereunder; (bii) Liens granted by a Foreign Subsidiary of Group securing created under the Indebtedness Second Lien Collateral Documents; provided that (i) such Liens only secure Debt permitted under Section 8.1(g5.02(b)(ii), which (ii) such Liens for are subject to the avoidance terms of doubt the Intercreditor Agreement and (iii) any lender (or any agent or trustee thereof) with respect to such Debt shall not secure any Indebtedness under this Agreementhave become a party to the Intercreditor Agreement as, and shall have the obligations of a Second Lien Secured Party thereunder; (ciii) Permitted Liens; (iv) Liens existing on the Closing Date date hereof and disclosed described on Schedule 8.2 (Existing Liens)5.02(a) hereto; (d) Customary Permitted Liens; (ev) purchase money Liens granted upon or in real property or equipment acquired or held by a Warnaco Entity (including the interest Borrower or any of a lessor under a Capital Lease and its Subsidiaries in the ordinary course of business to secure the purchase money price of such property or equipment or to secure Debt incurred solely for the purpose of financing or refinancing the acquisition of any such property or equipment to be subject to such Liens, or Liens to which existing on any such property is subject or equipment at the time of acquisition (other than any such Warnaco Entity’s Liens created in contemplation of such acquisition thereof that do not secure the purchase price), or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case 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 property other than the property purchased with the proceeds of or equipment being acquired, and no such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing renewal or refunding of any Indebtedness secured by any Lien permitted by clause (c) replacement shall extend to or (e) of this Section 8.2 as long as such Lien does not cover any assets property not theretofore subject to the Lien securing the Indebtedness being renewed, extended, refinanced renewed or refundedreplaced; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (v) shall not exceed the amount permitted under Section 5.02(b)(iv) at any time outstanding; (gvi) Liens in favor arising by virtue of lessors securing operating leases orany statutory or common law provision relating to banker’s liens, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases rights of set-off or sale and leaseback transactions are permitted hereundersimilar rights; (hvii) Liens not otherwise permitted under this Section 8.2arising from precautionary Uniform Commercial Code financing statements regarding, other than in favor and any interest or title of the PBGCa licensor, arising out of judgments lessor or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 reservessublessor under, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Defaultoperating lease; (iviii) Liens on any bills pledges or deposits of ladingCash or Cash Equivalents securing deductibles, airway billsself-insurance, receipts and other applicable documents co-payment, co-insurance, retentions or similar obligations to providers of title (and inventory and goods covered thereby) delivered with respect to letters property, casualty or liability insurance in the ordinary course of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesbusiness; (jix) Liens securing Indebtedness incurred arising under Capitalized Leases permitted under Section 8.1(j5.02(b)(viii); provided that no such Lien shall extend to or cover any Collateral or assets other than the property subject to such Capitalized Leases; (x) Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000securing Debt permitted under Section 5.02(b)(iii); and (kxi) any other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations Debt in an aggregate amount not to exceed $20,000,000 in an aggregate amount outstanding at any timetime $5,000,000.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g8.1 (g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and Section 8.1(m) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause (c) or (e) of this Section 8.2 as long as such Lien does not cover any assets not subject to the Lien securing the Indebtedness indebtedness being renewed, extended, refinanced or refunded; (g) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunderhereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting PrinciplesGAAP, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any of the foregoing) not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.

Liens, Etc. Each of Group and the The Borrower will shall not, and will shall not permit any of its respective Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of its properties or assets, whether now owned or hereafter acquired, or assign assign, or permit any of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Liens granted by a Foreign Subsidiary existing on the date of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this AgreementAgreement and disclosed on Schedule 8.2; (c) Customary Permitted Liens existing on of the Closing Date Borrower and disclosed on Schedule 8.2 (Existing Liens)its Subsidiaries; (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity the Borrower or any Subsidiary of the Borrower (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of the Borrower's or such Warnaco Entity’s Subsidiary's acquisition thereof or promptly thereafterthereof) securing Indebtedness permitted under Section 8.1(e8.1(d) and limited in each case to the property which does not constitute Borrowing Base Assets purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (fe) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any Lien permitted by clause clauses (cb), (d) or (e) of this Section 8.2 as long as such Lien does not cover (Liens, Etc.) without any change in the assets not subject to such Lien; (f) Liens on the Lien assets of any Subsidiary of the Borrower holding any Landholding Interest securing the Indebtedness being renewed, extended, refinanced or refundedof such Subsidiary permitted under clause (k) of Section 8.1 (Indebtedness); (g) Liens in favor on the property and assets of lessors securing operating leases or, Preferred Home Mortgage Company and its Wholly-Owned Subsidiaries to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are secure Indebtedness permitted hereunderunder clause (l) of Section 8.1 (Indebtedness); (h) Liens pursuant to warranty deeds of trust securing profit participations and marketing fees payable at the time of a third party house closing not otherwise permitted under this Section 8.2, other than to exceed $200,000 in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for reviewaggregate at any time; provided it shall have set aside on its books adequate reserves, in accordance with Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills the property and assets of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of $15,000,000; and (k) other Liens (not covering any Inventory, Accounts or other Receivables of any Loan Party or proceeds of any Subsidiaries of the foregoing) Borrower that are not otherwise permitted under this Section 8.2, securing obligations in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeDomestic Subsidiaries.

Liens, Etc. Each of Group and the Borrower will not, and will not permit any of its respective Subsidiaries to, No Loan Party shall create or suffer to exist, exist any Lien upon or with respect to any of its properties or assetsproperties, whether now owned or hereafter acquired, or assign any right to receive income, except for: (a) Liens created pursuant to the Loan Documents; (b) Purchase money Liens granted or purchase money security interests upon or in any property (other than Collateral) acquired or held by a Foreign Subsidiary any Loan Party to secure the purchase price of Group such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property, and Liens existing on such property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); provided, however, that (i) any such Lien is created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including, without limitation, the cost of construction) of the property subject thereto, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost, (iii) such Lien does not extend to or cover any other property other than such item of property and any improvements on such item, and (iv) the aggregate principal amount of the Indebtedness secured by the Liens permitted under Section 8.1(g), which Liens for the avoidance of doubt by this clause (b) shall not secure exceed $10,000,000 in the aggregate at any Indebtedness under this Agreementtime outstanding; (c) Liens existing on the Closing Date and disclosed on Schedule 8.2 (Existing Liens); (d) Customary Permitted Liens; (e) purchase money Liens granted by a Warnaco Entity (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time of such Warnaco Entity’s acquisition thereof or promptly thereafter) securing Indebtedness permitted under Section 8.1(e) and limited in each case to the property purchased with the proceeds of such purchase money Indebtedness or subject to such Capital Lease; (f) any Any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness or other Obligation secured by any Lien permitted by clause subsections (cb), (i), (j) or (ek) of this Section 8.2 as long as such Lien does not cover 7.1 without any increase in excess of costs and expenses associated therewith in the outstanding aggregate principal amount of Indebtedness secured thereby or in the assets not subject to such Lien; (d) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by any Loan Party or any Subsidiary thereof in the Lien ordinary course of business which secure its obligations to such Person; provided, however, that (i) such Loan Party is not in default in respect of such obligations in an aggregate amount in excess of $5,000,000 or (ii) such Loan Party is in good faith and by appropriate proceedings diligently contesting such obligation, adequate provision is made for the payment thereof and all such Liens in the aggregate have no Material Adverse Effect; (e) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges, claims or levies to the Indebtedness being renewedextent such items are not required to be paid pursuant to Section 6.2; (f) Liens incurred or pledges and deposits made in the ordinary course of business (other than in respect of extensions of credit) in connection with workers' compensation, extendedunemployment insurance, refinanced or refundedold-age pensions, other social security benefits and other obligations (other than Indebtedness) incurred in the ordinary course of business; (g) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like nature, incurred as an incident to and in the ordinary course of business, and judgment liens; provided, however, that all such Liens (i) in the aggregate do not have a Material Adverse Effect and (ii) do not secure directly or indirectly judgments (not covered by insurance or an indemnity from a creditworthy party who, in either case, has acknowledged coverage or is required to honor the same pursuant to a final judgment or order) in excess of $5,000,000; (h) Zoning restrictions, easements, licenses, reservations, restrictions on the use of real property or minor irregularities incident thereto which do not in the aggregate render title thereto unmarketable or impair, in any material manner, the use of such property for the purposes for which such property is held by any Loan Party; (i) Liens in favor of lessors securing operating leases or, to the extent such transactions create a Lien thereunder, sale and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions are permitted hereunder; (h) Liens not otherwise permitted under this Section 8.2, other than in favor of the PBGC, arising out of judgments or awards in respect of which the applicable Warnaco Entity shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it 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 Agreement Accounting Principles, with respect to such judgment or award and; provided, further, that any such judgment shall not give rise to an Event of Default; (i) Liens on any bills of lading, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United Statesleases; (j) Liens existing on the date hereof and disclosed on Schedule 7.1; (k) Liens arising under Capitalized Lease Obligations to the extent such Capitalized Lease Obligations are permitted by Subsection 7.2(g); (l) expired financing statements, financing statements filed for precautionary purposes in respect of operating leases, and financing statements filed in respect of Liens permitted hereby; (m) Liens not otherwise permitted by the foregoing clauses of this Section 7.1 securing Indebtedness incurred under Section 8.1(j)obligations or other liabilities (other than Indebtedness) of any Loan Party; provided provided, however, that the aggregate amount of such obligations and liabilities secured by such Liens shall only encumber Insurance Assets that relate directly to the Indebtedness such assets secure and that have an aggregate value not in excess of exceed $15,000,0005,000,000 at any time outstanding; and (kn) other Liens (not covering any Inventoryi) if any, on Accounts or other Receivables of any Loan Party or proceeds of any arising by reason of the foregoingrecharacterization of the sale of such Accounts by the Company or a Guarantor to Funding as part of the Receivables Securitization or pursuant to the Factoring Program or (ii) not otherwise permitted under this Section 8.2, securing obligations by reason of the filing of a financing statement in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any timeconnection with the Receivables Securitization or the Factoring Program naming the Company or such Guarantor as debtor.

Liens, Etc. Each of Group and the Borrower will notCreate or suffer to exist, and will not or permit any of its respective Restricted Subsidiaries to, to create or suffer to exist, any Lien upon or with respect to any of its properties properties, rights or other assets, whether now owned or hereafter acquired, or assign or otherwise transfer as collateral security, or permit any of its Restricted Subsidiaries to assign or otherwise transfer as collateral security, any right to receive income, except forother than: (ai) Liens created pursuant to the Loan DocumentsDocuments or otherwise created in favor of the Administrative Agent; (b) Liens granted by a Foreign Subsidiary of Group securing the Indebtedness permitted under Section 8.1(g), which Liens for the avoidance of doubt shall not secure any Indebtedness under this Agreement; (cii) Liens existing on the Closing Date date hereof, as set forth in Schedule 7.02(a) hereto and disclosed on Schedule 8.2 (Existing Liens)any renewals or extensions thereof, or replacements therefor, but not the extension of coverage thereof to other property or the increase in the principal amount secured thereby; (d) Customary Permitted Liens; (eA) purchase money Liens granted in property acquired or held by a Warnaco Entity Holdings or any of its Restricted Subsidiaries in the ordinary course of its business to secure the purchase price of such property or Indebtedness for borrowed money incurred solely for THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 58 66 the purpose of financing or refinancing the acquisition of such property and any renewals or extensions thereof, or replacements therefor, (including the interest of a lessor under a Capital Lease and purchase money B) Liens to which any existing on such property is subject at the time of such Warnaco Entity’s its acquisition thereof or promptly thereafter) securing Indebtedness for borrowed money permitted under by Section 8.1(e7.02(b) and limited any renewals or extensions thereof, or replacements therefor or (C) Liens arising in each connection with Capitalized Lease Obligations on property leased by Holdings or any of its Restricted Subsidiaries in the ordinary course of its business to secure such Capitalized Lease Obligations; provided in the case of Liens referred to in clauses (A), (B) and (C) above (including the renewals, extensions and replacements thereof) that (1) no such Lien shall extend to or cover any property of Holdings or any of its Restricted Subsidiaries other than the property purchased with so acquired or leased, as applicable, and improvements thereon, and (2) the proceeds principal amount of such purchase money Indebtedness or subject to such Capital Lease; (f) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness secured by any such Lien permitted by clause shall not (cx) exceed the fair market value of such property at the time of the acquisition or lease, as applicable, thereof or (ey) of this Section 8.2 as long as such Lien does not cover increase in connection with any assets not subject to the Lien securing the Indebtedness being renewedrenewal, extended, refinanced extension or refundedreplacement; (giv) Liens for taxes, assessments or governmental charges or levies to the extent that the payment thereof shall not be required by Section 7.01(e) hereof; (v) Liens created by operation of law, including but without limitation, carrier's liens, warehousemen's liens, landlord's liens, materialmen's liens, mechanics' liens and other similar liens, arising in favor the ordinary course of lessors business and securing operating leases orclaims the payment of which shall not be required by Section 7.01(e) hereof; (vi) deposits, pledges or liens (other than liens arising under ERISA) securing (A) obligations incurred in respect of workers' compensation, unemployment insurance or other forms of governmental insurance or benefits, (B) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, or (C) obligations on surety or appeal bonds, but only to the extent such transactions create a Lien thereunderdeposits, sale pledges or liens are incurred or otherwise arise in the ordinary course of business and leaseback transactions, in each case to the extent such operating leases or sale and leaseback transactions secure obligations which are permitted hereundernot past due; (hvii) Liens easements, rights-of-way, covenants, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses and other restrictions on the use of real property and minor irregularities in the title thereto which do not otherwise permitted under this Section 8.2(A) secure obligations for the payment of money or (B) materially impair the value of such property or its use by Holdings or any of its Restricted Subsidiaries in the normal conduct of such Person's business; (viii) royalties, overriding royalties, revenue interests, net revenue interests, production payments (other than production payments granted or created by Holdings or its Restricted Subsidiaries in favor connection with the borrowing of the PBGCmoney), arising out of judgments or awards advance payment obligations (other than obligations in respect of which advance payments received by Holdings in connection with the applicable Warnaco Entity shall borrowing of money) and other similar THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 59 67 burdens incurred in good faith be prosecuting an appeal or proceedings for review the ordinary course of business and in respect of which it 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 Agreement Accounting Principles, (a) now existing with respect to such judgment the Collateral (provided they do not increase the Working Interests or award and; provideddecrease the net revenue interests applicable to the Collateral from that as reflected on the Initial Engineering Report or the ING Reserve Report (as defined in the ING Acquisition Agreement) or any oil, furthergas or mineral leases or other interests or (b) hereafter created on oil, that gas or mineral leases or other interests which do not constitute Collateral and which are now owned or hereafter acquired by or any such judgment shall not give rise to an Event of Defaultits Restricted Subsidiaries; (iix) Liens that are permitted by the Security Documents; (x) Liens on property of any bills corporation that becomes a Subsidiary of ladingHoldings after the date of this Agreement, airway bills, receipts and other applicable documents of title (and inventory and goods covered thereby) delivered with respect to letters of credit issued for the benefit of suppliers of inventory pursuant to facilities provided to a Foreign Subsidiary and in respect of which all inventory and goods are located outside the United States; (j) Liens securing Indebtedness incurred under Section 8.1(j); provided that such Liens shall only encumber Insurance Assets are in existence at the time such corporation becomes a Subsidiary of Holdings and were not created in anticipation thereof; (xi) with respect to any property from which Hydrocarbons may be severed or extracted in commercial quantities, liens for farmout, farmin, joint operating, and area of mutual interest agreements and/or similar arrangements that relate directly Holdings or the applicable Restricted Subsidiary determines in good faith to be necessary for the economic development of such property and are customary and usual for the area in which such property is located; provided, however, that with respect to any such Liens created subsequent to the Indebtedness date hereof on property which constitutes Collateral, such assets secure and that have an aggregate value not in excess of $15,000,000; andLiens shall be expressly made subordinate to the Liens created by the Security Documents; (kxii) other Liens (not covering rights reserved to or vested in any Inventory, Accounts municipality or other Receivables Governmental Authority by the terms of any Loan Party right, power, franchise, grant, license or proceeds permit, or by any provision of law, to terminate such right, power, franchise, grant, license or permit or to purchase, condemn, expropriate or recapture, or to designate a purchaser of, any of the property of Holdings or of any of its Restricted Subsidiaries; (xiii) rights reserved to or vested in any municipality or other Governmental Authority to control or regulate any property of Holdings or of any of its Restricted Subsidiaries, or to use such property in a manner which does not materially impair the foregoinguse of such property for the purposes for which it is held by Holdings or any such Restricted Subsidiary; (xiv) not otherwise permitted any obligations or duties affecting the property of Holdings or of any of its Restricted Subsidiaries to any municipality or other Governmental Authority with respect to any franchise, grant, license or permit; (xv) rights under this Section 8.2common law of a common owner of any interest in real estate, securing obligations right of way or easement held by Holdings or any of its Restricted Subsidiaries and such common owner as tenants in an amount not to exceed $20,000,000 in an aggregate amount outstanding at any time.common or through other common ownership;