Common use of Liens, Etc Clause in Contracts

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment of any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment of any right to receive income), other than: (ia) Permitted Liens; (iib) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iiic) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (ivd) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (ve) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties (including an assignment which for purposes of this subsection (a) shall be deemed not to include shares of the Borrower’s capital stock), whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (or, in the case of improvements to real property, equipment or asset the real property being acquired, constructed or improved), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of securing Debt payable to the Company or any of its Subsidiaries to secure Borrower, (v) other Liens securing Debt in an aggregate principal amount not in excess to exceed at any time outstanding an amount equal to 20% of $600,000,000; Consolidated Shareholders’ Equity, and (vvi) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create Issue, assume or suffer to existguarantee, or permit any of its Subsidiaries owning Restricted Property to create issue, assume or suffer to existguarantee, any Lien (including an assignment Debt 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 any right to receive income)the Notes shall be secured equally and ratably with such Debt so long as such Debt shall be so secured, other thanexcept that the foregoing shall not apply to: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real affecting property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by Effective Date in effect as of the Company date hereof or of any of its Subsidiaries in the ordinary course of business or on property of a Person corporation existing at the time such Person it becomes a Subsidiary of the Company or at the time it is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such ; (ii) Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets on property of the 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 Debt incurred prior to, at the time of or within 24 months after acquisition thereof for the purpose of financing all or part of the purchase price thereof; (iii) Liens on property of the Company or its Subsidiaries (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 Debt incurred to provide funds for any such Subsidiarypurpose; (iv) Liens which secure only Debt owing by a Subsidiary of the Company to the Company or to another Subsidiary of the Company; (v) Liens in favor of the United States of America, and the replacementany State, extension any foreign country, or renewal any department, agency, instrumentality, or political subdivisions of any such Lien upon jurisdiction, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Debt incurred for the purpose of financing all or any part of the purchase price or cost of constructing or improving the property subject thereto, including, without limitation, Liens to secure Debt of the pollution control or industrial revenue bond type; or (vi) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the same property subject thereto foregoing clauses (i) to (v) inclusive of any Debt secured thereby, provided that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or the replacement, extension and that such extension, renewal or renewal replacement Lien shall be limited to all or part of the property which secured the Lien extended, renewed or replaced (without increase in plus improvements on such property); provided, however, that, the amountCompany and any one or more Subsidiaries owning Restricted Property may issue, shortening the maturity assume or change in any direct or contingent obligor if such change guarantee Debt secured by Liens which would otherwise be adverse subject to the Company) foregoing restrictions in an aggregate principal amount which, together with the aggregate outstanding principal amount of all other Debt of the Company and its Subsidiaries owning Restricted Property that would otherwise be subject to the foregoing restrictions (not including Debt permitted hereunder to be secured therebyunder clause (i) through (vi) above) and the aggregate value of the Sale and Leaseback Transactions in existence at such time, 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 Debt secured by Liens: Liens required by any contract or statute in order to permit the Company or any of its Subsidiaries to perform any contract or subcontract made by it with or at the request of the United States of America, any foreign country or any department, agency or instrumentality of any of the foregoing jurisdictions.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Borrower or any of its Restricted Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income), other thanexcept: (i) Permitted Liens; (ii) other Liens incurred in the ordinary course of business securing Debt obligations in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterto exceed $10,000,000; (iii) Liens existing on the date hereof and described on Schedule 4.01(t) hereto; (iv) non-recourse Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Restricted Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure non-recourse, tax-exempt Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, property or equipment or assetto be subject to such Liens, or Liens existing on any such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries arising in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated connection with the Company or any Subsidiary of the Company or becomes a Subsidiary of the CompanyCapital Leases permitted under Section 5.02(b)(iii)(G); provided that no such Liens were not created in contemplation of such merger, consolidation or acquisition and do not Lien shall extend to or cover any assets other than the assets of the Company or subject to such Subsidiary, and Capital Leases; (vi) the replacement, extension or renewal of any such Lien permitted by clauses (iii) through (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby; (vii) Liens on personal property leased under leases (including synthetic leases) entered into by the Borrower which are accounted for as operating leases in accordance with GAAP to the extent not prohibited under Section 5.02(h); (viii) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (ix) Liens on documents of title and the property covered thereby securing obligations in respect of letters of credit to the extent not prohibited under Section 5.02(b); and (x) Liens on property or assets of the Borrower or any of its Restricted Subsidiaries securing Debt owing to the Borrower or to a Wholly Owned Restricted Subsidiary in an aggregate principal amount not to exceed $10,000,000; provided that no promissory note evidencing such intercompany Debt shall be pledged to any other Person as security for any Debt or any other obligation of the Borrower or such Restricted Subsidiary.

Liens, Etc. Create No Group Member shall create or suffer to exist, or permit any of its their Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of their Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary Group Member in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment real property or assetequipment, or Liens existing on such property, real property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such real property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Lien referred to in this paragraph (ii) shall not exceed $250,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (iviii) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property assets of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company Group Member or becomes a Group Member or a Subsidiary of the CompanyParent; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Company Person so merged into or consolidated with such Subsidiary, Group Member or acquired by such Group Member; (iv) other Liens securing Debt or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $500,000,000 (or its equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets; (v) the replacement, extension or renewal of any Lien permitted by paragraph (iii) above, provided that such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity shall not extend to or change in cover any direct or contingent obligor if such change would be adverse assets not subject to the Company) Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount of the Debt permitted hereunder secured therebythereby shall not increase as a result of such replacement, extension or renewal; (vi) any Liens or pledges for the benefit of any Group Member arising by reason of deposits to qualify such Group Member to maintain self-insurance; (vii) any Lien with respect to judgments and attachments that do not result in an Event of Default; (viii) Liens or assignments of accounts receivable arising in the ordinary course of business under supply chain financing arrangements; (ix) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries or Icon or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a); and (x) any Liens arising in connection with customary escrow arrangements with lenders and other financing sources or any agent with respect to Debt to fund the Special Cash Payment pending consummation of the Neptune Separation and the Neptune Acquisition.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted LiensLiens on any property or assets of any corporation existing at the time such corporation becomes a Subsidiary provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; (ii) Liens securing Debt in an aggregate outstanding principal amounton any property or assets (including stock) existing at the time of acquisition of such property or assets by the Borrower or any of its Subsidiaries, or securing exposure under Hedge Agreements, when aggregated (without duplication) with Liens to secure the outstanding principal amount payment of all Debt incurred under Section 6.02(b)(viiior any part of the purchase price of such property or assets (including stock), not in excess at upon the acquisition of such property or assets by the Borrower or any time of 7.5% its Subsidiaries or to secure Debt incurred, assumed or guaranteed by the Borrower or any of its Subsidiaries for the purpose of financing all or any part of the Consolidated Tangible Net Worth purchase price of such property or in the case of real property, construction or improvements thereon or attaching to property substituted by the Borrower to obtain the release of a Lien on other property of the Borrower on which a Lien then exists, which Debt is incurred, assumed or guaranteed prior to, at the end time of, or within 18 months after such acquisition (or in the case of real property, completion of construction (including any improvements on an existing asset) or commencement of full operations at such property, whichever is later (which in the case of a retail store is the opening of the immediately preceding Fiscal Quarterstore for business to the public)), provided that in the case of any such acquisition, construction or improvement, the Lien shall not apply to any other property or assets theretofore owned by the Borrower or any of its Subsidiaries; (iii) Liens upon securing Debt owing by any Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower; (iv) Liens on any property or assets of a corporation existing at the time such corporation is merged into or consolidated with the Borrower or any of its Subsidiaries or at the time of a purchase, lease or other acquisition or the assets of a corporation or firm as an entirety or substantially as an entirety by the Borrower or any of its Subsidiaries provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; (v) Liens on any property or assets of the Borrower or any of its Subsidiaries in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any real propertyother country, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business political subdivision thereof, to secure the cost of acquiringpartial, constructing progress, advance or improving such property, equipment other payments pursuant to any contract or asset statute or to secure any Debt incurred solely or guaranteed for the purpose of financing all or any part of the acquisition purchase price (or, in the case of such real property, equipment the cost of construction) of the property or assetassets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financing); (vi) Liens existing on such property, equipment properties or asset at assets of the time Borrower or any of its acquisition (other than any Subsidiaries existing on the Effective Date; provided that such Liens created in contemplation of such acquisitionshall secure only those obligations which they secure on the Effective Date or any extension, construction renewal or improvement that were not incurred to finance the acquisitionreplacement thereof; (vii) any extension, construction renewal or improvement of such property, equipment replacement (or asset) or successive extensions, renewals or replacements replacements), in whole or in part, of any of Lien referred to in the foregoing for the same or a lesser amountclauses (i) to (vi), provided, however, inclusive; provided that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend be limited to all or cover any properties not theretofore subject to a part of the property or assets which secured the Lien being so extended, renewed or replacedreplaced (plus improvements and construction on real property); (ivviii) Liens upon existing real property interests of the Company imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’ warehouseman’s, vendors’, or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) other similar Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries arising in the ordinary course of business of the Borrower or any of its Subsidiaries, or governmental (federal, state or municipal) Liens arising out of contracts for the sale of products or services by the Borrower or any of its Subsidiaries, or deposits or pledges to obtain the release of any of the foregoing Liens; (ix) pledges, Liens or deposits under worker’s compensation laws or similar legislation and Liens or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Borrower or any of its Subsidiaries is a party, or to secure the public or statutory obligations of the Borrower or any of its Subsidiaries, or in connection with obtaining or maintaining self insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, appeal or customs bonds to which the Borrower or any of its Subsidiaries is a party, or in litigation or other proceedings such as, but not limited to, interpleader proceedings, and other similar pledges, Liens or deposits made or incurred in the ordinary course of business; (x) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, with respect to which the Borrower or such Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment Liens which are satisfied within 30 days of the date of judgment; or Liens incurred by the Borrower or any of its Subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Borrower or such Subsidiary is a party; (xi) Liens for taxes or assessments of governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s Liens on property held under lease; and any other Liens or charges incidental to the conduct of a Person existing the business of the Borrower or any of its Subsidiaries or the ownership of the property or assets of any of them which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Borrower, materially impair the use of such property or assets in the operation of the business of the Borrower or such Subsidiary or the value of such property or assets for the purposes of such business; or (xii) Liens not permitted by the foregoing clauses (i) to (xi), inclusive, if at the time of, and after giving effect to, the creation or assumption of such Person is merged into or consolidated Lien, the aggregate amount of all Debt of the Borrower and its Subsidiaries secured by all Liens not so permitted by the foregoing clauses (i) through (xi) above together with the Company or any Subsidiary Attributable Debt in respect of the Company or becomes a Subsidiary of the Company; provided that Sale and Lease-Back Transactions (as such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiaryterms are defined in, and such amount is calculated in accordance with, the replacement, extension or renewal Indenture) does not exceed 10% of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured therebyConsolidated Net Tangible Assets.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such propertythe date hereof (“Existing Liens”), equipment and Liens replacing, extending or asset at the time of its acquisition (other than renewing any such Existing Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt secured by such Existing Lien; (ii) Permitted Liens; (iii) Liens securing Debt and other Obligations that are not otherwise permitted hereunder to be secured therebypursuant to this Section 5.02(a) and Attributable Debt; provided, that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group; (iv) Liens on the assets of Content Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Content Financings; (v) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content; (vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business; (vii) Liens on property purchased after the date of this Agreement; provided, that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item; (viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group; provided, that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group; (ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03 (x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group; (xi) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided, that no such Lien shall extend to or cover any property or assets other than the securities subject thereto; (xii) Liens attaching to deposits in connection with any letter of intent, purchase agreement or similar agreement in connection with acquisitions; (xiii) any interest or title of a lessor or lessee under any lease (other than capital leases) entered in the ordinary course of business and covering only the asset so leased, to the extent that the same would constitute a Lien; and (xiv) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii); provided, that such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (ia) Permitted Liens; (iib) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (b) shall not exceed the amount specified therefor in Section 6.04(c) at any time outstanding; (ivc) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or Effective Date and described on Schedule 6.01 hereto; (d) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, and ; (e) other Liens securing Debt in an aggregate principal amount not to exceed the amount specified therefor in Section 6.04(d) at any time outstanding; and (f) the replacement, extension or renewal of any such Lien permitted by clauses (c) or (d) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its Properties whether now owned or hereafter acquired or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcept: (i) Permitted LiensLiens on or with respect to any of the properties of the Borrower and any of its Subsidiaries existing on the date hereof and set forth on Schedule 5.02(a)(i); (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iiiA) Liens upon or in any real property, equipment, fixed asset property acquired (including acquisitions through merger or capital asset acquired, constructed, consolidation) or constructed or improved or held by the Company Borrower or any Subsidiary in of its Subsidiaries including general intangibles, proceeds and improvements, accessories and upgrades thereto and created contemporaneously with, or within 12 months after, such acquisition or the ordinary course completion of business construction or improvement, to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition Indebtedness (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not including Capitalized Leases) incurred to finance the acquisition, payment of all or a portion of the purchase price of such property or the cost of construction or improvement improvements thereon, as the case may be and (B) Liens on property (including any unimproved portion of such partially improved property, equipment ) of the Borrower or asset) or extensions, renewals or replacements of any of its Subsidiaries created within 12 months of completion of construction of a new plant or plants on such property to secure Indebtedness incurred to finance such construction (including Indebtedness incurred to finance such construction if, in the foregoing opinion of the Borrower, such property or such portion thereof was prior to such construction substantially unimproved for the same or a lesser amount, use intended by the Borrower); provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, equipment or asset property being acquired, constructed or improvedimproved (including any unimproved portion of a partially improved property) including general intangibles, proceeds and improvements, accessories and upgrades thereto; (iii) Any Lien existing on any property including general intangibles, proceeds and improvements, accessories and upgrades thereto prior to the acquisition (including acquisition through merger or consolidation) thereof by the Borrower or any of its Subsidiaries or existing on any property of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, provided that such a Lien is not created in contemplation or in connection with such acquisition or such Person becoming a Subsidiary and no such extensionLien shall be extended to cover property other than the asset being acquired including general intangibles proceeds and improvements, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedaccessories and upgrades thereto; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt any extension, renewal, refunding or replacement (or successive extensions, renewals, refinancing, refundings or replacements), in an aggregate principal amount not whole or in excess part, of $600,000,000; and any Indebtedness secured by any Lien referred to in clauses (vii) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Companyand (iii); provided that (A) the principal amount of the Indebtedness secured thereby is no greater than the outstanding principal amount of such Indebtedness immediately before such extension, renewal, refinancing, refunding or replacement and (B) such Lien shall only extend to such assets as are already subject to a Lien in respect of such Indebtedness; (A) Liens on Equity Interests in (and assets of) any Project Finance Subsidiary, so long as such Liens were not created secure only Project Financing and (B) Liens on property acquired or constructed with the proceeds of Permitted Non-Recourse Indebtedness so long as such Liens secure only such Permitted Non-Recourse Indebtedness; (vi) (A) Liens on Equity Interests in contemplation any Joint Venture and Liens on assets of a JV Subsidiary to secure Joint Venture Debt of such mergerJoint Venture. “Joint Venture Debt” shall mean Indebtedness and other obligations of a JV Subsidiary or of a Joint Venture owned by a JV Subsidiary as to which the creditors will not, consolidation pursuant to the terms in the agreements governing such Indebtedness, have any recourse to the Equity Interests in or acquisition and do not extend to any other assets of the Company Borrower or such any Subsidiary, other than the assets of such JV Subsidiary and the replacementassets of such Joint Venture, extension or renewal of provided that neither the Borrower nor any Subsidiary (other than such Lien upon or in the same property subject thereto or the replacement, extension or renewal JV Subsidiary) (without increase in the amount, shortening the maturity or change in i) provides any direct or contingent obligor if indirect credit support, including any undertaking, agreement or instrument that would constitute Indebtedness or (ii) is otherwise directly or indirectly liable for such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.Indebtedness;

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens securing Debt and obligations in respect of Hedge Agreements existing on the Effective Date, which Liens in principal amount (or, in the case of any Hedge Agreement, Agreement Value) in excess of $10,000,000 are described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, (v) other Liens securing Debt and obligations in respect of Hedge Agreements in an aggregate principal amount (and, and in the case of any Hedge Agreement, Agreement Value) not to exceed $250,000,000 at any time outstanding, (vi) Liens securing Debt incurred solely for the purpose of financing the acquisition of all or substantially all of the assets or stock of another Person; provided that on a pro forma basis after giving effect to any such acquisition, the Company shall be in compliance with the covenants set forth in Section 5.03; provided, further that no such Lien shall extend to or cover properties other than the assets or stock (as applicable) being acquired in connection with such acquisition, (vii) Liens incurred in connection with sales of accounts receivable to factors or other third parties in the ordinary course of business for purposes of collection, (viii) Liens in favor of the United States of America or any state thereof or any department, agency, instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payments pursuant to any contract or statute, or to secure any Debt payable to the foregoing incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of constructing or improving the property subject to such interests, including without limitation interests to secure Debt in respect of any pollution control, industrial revenue bond or similar type of financing, and (ix) the replacement, extension or renewal of any such Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder and obligations in respect of Hedge Agreements, as applicable, secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of any right to receive income)its properties, whether now owned or hereafter acquired, other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, equipment or any fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment or assetassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property), equipment or asset) Liens securing capital lease obligations or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset assets being acquired, acquired constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Original Effective Date, except for (x) Liens exceeding $25,000,000 individually and not described on Schedule 5.02(a) hereto and (y) other Liens in an aggregate amount exceeding $50,000,000 and not described Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and on (vx) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower and (y) any property existing at the time of its acquisition thereof by the Borrower or any of its Subsidiaries; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than (i) those of the Company Person so merged into or consolidated with the Borrower or such SubsidiarySubsidiary or (ii) such assets acquired by the Borrower or such Subsidiary or (iii) improvements on or proceeds of the assets described in clause (i) or (ii), (v) Liens arising in connection with capital leases, (vi) Liens securing Debt arising in connection with the sale or financing of accounts receivable in an aggregate amount not to exceed the lesser of (i) $350,000,000 and (ii) such amount as would not result in a default under, and or the creation of any Lien under or in respect of, any Material Contract or any other agreement relating to Debt for Borrowed Money, incurred by the Borrower or any of its Subsidiaries at any time outstanding, (vii) other Liens securing Debt which, together with Debt permitted under Section 5.02(c)(v) below, does not exceed an aggregate principal amount of $100,000,000 at any time outstanding, and (viii) the replacement, extension or renewal of any such Lien permitted by clause (a)(iii) or (a)(iv) above or this clause (viii) upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby, and any improvements on or proceeds of such property.

Liens, Etc. Create or suffer to exist, exist any Lien on or permit with respect to any of its Subsidiaries properties, whether now owned or hereafter acquired, or on any of the income or profits therefrom unless it shall have made effective provision whereby the Advances shall be secured by such Lien equally and ratably with any and all obligations and Debt so secured so long as such obligations and Debt are so secured; provided that nothing in this Section 5.02 shall be construed to create prevent or suffer to exist, any Lien (including an assignment of any right to receive income), other thanrestrict the following: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred similar title retention agreements with respect to finance the acquisition, construction or improvement of such property, equipment or asset) property hereafter acquired or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment being acquired and any improvements thereto or asset being acquired, constructed or improvedproceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any other Subsidiary of the Borrower or is merged into or consolidated with the Company Borrower or any Subsidiary of the Company or becomes a Subsidiary of the CompanyBorrower; provided that (A) to the extent such Liens were not created in contemplation at a time when such Person was a Subsidiary or an Affiliate of the Borrower, such Liens attach solely to the properties or assets subject to such Liens immediately prior to such merger, consolidation or acquisition and do (B) any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were not extend to any other assets created in contemplation of the Company merger, consolidation or acquisition. (v) Liens to secure Debt issued by the Borrower in connection with a consolidation or merger of the Borrower with or into any of its Affiliates in exchange for or otherwise in substitution for long-term senior secured Debt of such Subsidiary, and Affiliate (without increase in the amount or extension of the final maturity date of the Debt of such Affiliate), (vi) Liens on margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), (vii) the replacement, extension or renewal of any such Lien permitted by clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby, (viii) Liens to secure intercompany Debt obligations among Borrower and its Subsidiaries, (ix) Additional Permitted Liens, (x) Liens arising from any receivables financing accounted for under GAAP as a sale by the Borrower or any of its Subsidiaries to a Person other than the Borrower or any of its Subsidiaries, provided that (a) such financing shall be limited recourse or non-recourse to the Borrower and its Subsidiaries except to the extent customary for such transactions, and (b) such Liens do not encumber any assets other than the receivables being financed, the property securing or otherwise relating to such receivables, and the proceeds thereof, and (xi) Liens, not otherwise subject to any of clauses (i) through (x) above, on assets, other than Intellectual Property, granted to secure Debt or other obligations in an aggregate principal amount not to exceed $50,000,000 in the aggregate.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file, or permit any of its Subsidiaries to sign or file, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign, or permit any of its Subsidiaries to sign, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (i) Liens created or existing under the Loan Documents; (ii) Permitted Liens; (iiiii) the Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplicationexisting on the date hereof and described on Schedule 5.02(a) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterhereto; (iiiiv) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, property or equipment or assetto be subject to such Liens, or Liens existing on any such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such propertyproperty or equipment), equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved (except that Liens incurred in connection with the construction or improvement of real property may extend to additional real property immediately contiguous to such property being constructed or improved, ) and no such extension, renewal or replacement shall extend to or cover any such properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior arising in connection with Capitalized Leases permitted under Section 5.02(d)(vii); provided that no such Lien shall extend to or cover any assets other than the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens (other than replacement Liens permitted under clause (xi) below) were not created in contemplation of such merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (vii) Liens on accounts receivable and other related assets arising solely in connection with the sale or other disposition of such accounts receivable pursuant to Section 5.02(e)(ii); (viii) Liens securing Documentary L/Cs or Trade Letters of Credit; provided that no such Lien shall extend to or cover any assets of the Company Borrower or any of its Subsidiaries other than the inventory (and bills of lading and other documents related thereto) being financed by any such SubsidiaryDocumentary L/C or Trade Letter of Credit, as the case may be; (ix) Liens in respect of goods consigned to the Borrower or any of its Subsidiaries in the ordinary course of business; provided that such Liens are limited to the goods so consigned; (x) financing statements filed in the ordinary course of business solely for notice purposes in respect of operating leases and in-store retail licensing arrangements entered into in the ordinary course of business; (xi) Liens securing Debt incurred by the Borrower or its Subsidiaries, in an aggregate amount at any time outstanding not to exceed $250,000,000; and (xii) the replacement, extension or renewal of any such Lien permitted by clause (iii), (v) or (vi) above upon or in the same property theretofore subject thereto or, in the case of Liens on real property and related personal property of the Borrower or any of its Subsidiaries, upon or in substitute property of like kind of the Borrower or such Subsidiary, as the case may be, determined in good faith by the Board of Directors of the Borrower or such Subsidiary to be of the same or lesser value than the property theretofore subject thereto, or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create None of the Borrower or suffer to exist, or permit any of its Subsidiaries to will create or suffer to exist, exist any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or on any right of the income or profits therefrom unless it shall have made effective provision whereby the Advances shall be secured by such Lien equally and ratably with any and all obligations and Debt so secured so long as such obligations and Debt are so secured; provided that nothing in this Section 6.02 shall be construed to receive income), other thanprevent or restrict the following: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred similar title retention agreements with respect to finance the acquisition, construction or improvement of such property, equipment or asset) property hereafter acquired or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment being acquired and any improvements thereto or asset being acquired, constructed or improvedproceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any other Subsidiary of the Borrower or is merged into or consolidated with the Company Borrower or any Subsidiary of the Company or becomes a Subsidiary of the CompanyBorrower; provided that (A) to the extent such Liens were not created in contemplation at a time when such Person was a Subsidiary or an Affiliate of the Borrower, such Liens attach solely to the properties or assets subject to such Liens immediately prior to such merger, consolidation or acquisition and do (B) any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were not extend to any other assets created in contemplation of the Company merger, consolidation or acquisition, (v) Liens to secure Debt issued by the Borrower in connection with a consolidation or merger of the Borrower with or into any of its Affiliates in exchange for or otherwise in substitution for long-term senior secured Debt of such Subsidiary, and Affiliate (without increase in the amount or extension of the final maturity date of the Debt of such Affiliate), (vi) Liens on margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System), (vii) the replacement, extension or renewal of any such Lien permitted by clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby, (viii) Liens to secure intercompany Debt obligations among Borrower and its Subsidiaries, (ix) Additional Permitted Liens, (x) Liens arising from any receivables financing accounted for under GAAP as a sale by the Borrower or any of its Subsidiaries to a Person other than the Borrower or any of its Subsidiaries, provided that (a) such financing shall be limited recourse or non-recourse to the Borrower and its Subsidiaries except to the extent customary for such transactions, and (b) such Liens do not encumber any assets other than the receivables being financed, the property securing or otherwise relating to such receivables, and the proceeds thereof, and (xi) Liens, not otherwise subject to any of clauses (i) through (x) above, on assets, other than Intellectual Property, granted to secure Debt or other obligations in an aggregate principal amount that, together with any Covenant Debt of a Subsidiary of the Borrower outstanding pursuant to Section 6.02(d)(iii), shall not exceed the amount specified in Section 6.02(d)(iii).

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company such Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or assetassets, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or assetassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property, equipment or asset assets being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company such Borrower or any Subsidiary of the Company such Borrower or becomes a Subsidiary of the Companysuch Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with such Borrower or such Subsidiary or acquired by such Borrower or such Subsidiary, (v) Liens on cash and cash equivalents securing obligations under Hedge Agreements, provided that the aggregate amount of cash and cash equivalents subject to such Liens shall not exceed $5,000,000 at any time outstanding, (vi) without duplication of clause (ii) above, Liens, if any, arising in connection with receivables securitization programs, in any aggregate principal amount not to exceed $300,000,000 at any time outstanding (for purposes of this clause (vi), the "principal amount" of a receivables securitization program shall mean the amounts invested by investors that are not Affiliates of the Company in connection with a receivables securitization program and paid to the Company or any of its Subsidiaries, as reduced by the aggregate amounts received by such Subsidiaryinvestors from the payment of receivables and applied to reduce such invested amounts), (vii) other Liens securing Debt in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, and and (viii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of any right to receive income)its properties, whether now owned or hereafter acquired, other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, equipment or any fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment or assetassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property), equipment or asset) Liens securing capital lease obligations or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset assets being acquired, acquired constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date, except for (x) Liens exceeding $25,000,000 individually and not described on Schedule 5.02(a) hereto and (y) other Liens in an aggregate amount exceeding $50,000,000 and not described Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and on (vx) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower and (y) any property existing at the time of its acquisition thereof by the Borrower or any of its Subsidiaries; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than (i) those of the Company Person so merged into or consolidated with the Borrower or such SubsidiarySubsidiary or (ii) such assets acquired by the Borrower or such Subsidiary or (iii) improvements on or proceeds of the assets described in clause (i) or (ii), (v) Liens arising in connection with capital leases, (vi) Liens securing Debt arising in connection with the sale or financing of accounts receivable in an aggregate amount not to exceed the lesser of (i) $350,000,000 and (ii) such amount as would not result in a default under, and or the creation of any Lien under or in respect of, any Material Contract or any other agreement relating to Debt for Borrowed Money, incurred by the Borrower or any of its Subsidiaries at any time outstanding, (vii) other Liens securing Debt which, together with Debt permitted under Section 5.02(c)(vi) below, does not exceed an aggregate principal amount of $100,000,000 at any time outstanding, and (viii) the replacement, extension or renewal of any such Lien permitted by clause (a)(iii) or (a)(iv) above or this clause (viii) upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby, and any improvements on or proceeds of such property.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties (including an assignment which for purposes of this subsection (a) shall be deemed not to include shares of the Borrower's capital stock), whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (or, in the case of improvements to real property, equipment or asset the real property being acquired, constructed or improved), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of securing Debt payable to the Company or any of its Subsidiaries to secure Borrower, (v) other Liens securing Debt in an aggregate principal amount not in excess to exceed at any time outstanding an amount equal to 20% of $600,000,000; Consolidated Shareholders' Equity, and (vvi) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any right of its Subsidiaries to receive income)assign accounts receivable, other than: (i) Permitted Liens;, (ii) purchase money Liens securing Debt (including Liens incurred in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplicationconnection with construction and Liens in the nature of capital leases) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, property or equipment or other fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of acquiring, constructing such property or improving such property, equipment or asset other fixed assets or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no -------- ------- such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset other fixed assets being acquiredacquired or any attachments, constructed replacements, improvements, additions or improvedaccessions thereto or any proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real on accounts receivable and related property interests of the Company Borrower or any Subsidiary incurred in connection with a Permitted Receivables Facility, (v) Liens on documents of title or goods in transit securing reimbursement obligations of the Borrower or any of its Subsidiaries to secure under letters of credit or purchase contracts, (vi) other Liens securing Debt outstanding or other obligations in an aggregate principal amount not in excess to exceed 10% of $600,000,000; andthe aggregate of the Borrower's Consolidated total assets as of the end of the most recently completed fiscal quarter, (vvii) the replacement, extension or renewal of any Lien permitted by clause (ii) or (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, (viii) Liens existing on property prior or assets of a Subsidiary of the Borrower to secure obligations of such Subsidiary to the acquisition thereof by Borrower or a Subsidiary of the Company or any of its Subsidiaries in the ordinary course of business or Borrower, (ix) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation -------- of such merger, consolidation or acquisition investment and do not extend to any assets other assets than those of the Company Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, (x) Liens securing judgments not resulting in an Event of Default under Section 6.01(f), and the replacement, extension or renewal and (xi) Liens on insurance proceeds in favor of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse insurance companies with respect to the Company) financing of the Debt permitted hereunder secured therebyinsurance premiums.

Liens, Etc. Create No Loan Party shall create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment real property or assetequipment, or Liens existing on such property, real property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such real property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Lien referred to in this paragraph (ii) shall not exceed $75,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (iviii) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property assets of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, and ; (iv) other Liens securing Debt in an aggregate principal amount not to exceed $175,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (v) the replacement, extension or renewal of any Lien permitted by paragraph (iii) above, provided that such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity shall not extend to or change in cover any direct or contingent obligor if such change would be adverse assets not subject to the Company) Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount of the Debt permitted hereunder secured therebythereby shall not increase as a result of such replacement, extension or renewal; (vi) any Liens or pledges for the benefit of the Company or any of its Subsidiaries arising by reason of deposits to qualify the Company or any of its Subsidiaries to maintain self-insurance; (vii) any Lien with respect to judgments and attachments that do not result in an Event of Default; (viii) Liens or assignments of accounts receivable arising in the ordinary course of business under supply chain financing arrangements; and (ix) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a).

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (iij) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (b) shall not exceed the amount specified therefor in Section 6.04(c) at any time outstanding; (ivk) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or Effective Date and described on Schedule 6.01 hereto; (l) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, and ; (m) other Liens securing Debt in an aggregate principal amount not to exceed the amount specified therefor in Section 6.04(d) at any time outstanding; and (n) the replacement, extension or renewal of any such Lien permitted by clauses (c) or (d) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its direct or indirect Subsidiaries to create or suffer to exist, any Lien (including an assignment lien, security interest or other charge or encumbrance, or any other type of preferential arrangement, upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its direct or indirect Subsidiaries to assign, any right to receive income), in each case to secure or provide for the payment of any Debt, other than: than (i) Permitted Liens; liens or security interests existing on such property at the time of its acquisition (other than any such lien or security interest created in the contemplation of such acquisition or of such Person becoming a Subsidiary), (ii) Liens securing Debt in an aggregate outstanding principal amount, liens created by purchase money mortgages or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens other security interests upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved property acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset property or to secure Debt indebtedness incurred solely for the purpose of financing the acquisition of such property, equipment (iii) liens or asset, security interests upon or Liens existing on such property, equipment or asset at with respect to any of the time of Borrower's interests in its acquisition Subsidiaries (other than any such Liens created in contemplation direct Subsidiaries of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or assetBorrower) or extensions, renewals or replacements of any of the foregoing for the same Borrower's Subsidiaries' assets incurred solely to secure repayment of project financing for, or a lesser amountutility obligations of, providedsuch Subsidiary, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests margin deposits securing Debt of the Company or up to $10,000,000 at any of its Subsidiaries one time outstanding relating to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries obligations incurred in the ordinary course of business its energy marketing business, (v) liens securing obligations, neither assumed by the Borrower or any Subsidiary nor on property account of which the Borrower or any Subsidiary customarily pays interest, upon real estate upon or under which the Borrower or any Subsidiary has a right-of-way, easement, franchise or other servitude or of which the Borrower or any Subsidiary is the lessee of the whole thereof or any interest therein for the purpose of locating pipe lines, substations, measuring stations, tanks or pumping or delivery equipment, (vi) liens or security interests on assets of a Person existing Subsidiary securing Debt of such Subsidiary, provided that the aggregate principal amount of Debt of Subsidiaries secured by liens or security interests incurred pursuant to this subsection (vi) shall not exceed $10,000,000 at any time, (vii) liens on any assets of any Subsidiary of the time such Person is merged into or consolidated with Borrower in favor of the Company Borrower or any Subsidiary of the Company Borrower, and (viii) extensions and renewals of any lien or becomes a Subsidiary of the Company; security interest described in clauses (i) through (vii) above, provided that (A) any such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would shall be adverse limited to the Companyproperty theretofore subject to such lien or security interest and additions and/or improvements thereto and (B) the principal amount of the Debt permitted hereunder secured therebyby such lien or security interest shall not be increased.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such propertythe date hereof (“Existing Liens”), equipment and Liens replacing, extending or asset at the time of its acquisition (other than renewing any such Existing Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt secured by such Existing Lien; (ii) Permitted Liens; (iii) Liens securing Debt and other Obligations that are not otherwise permitted hereunder to be secured therebypursuant to this Section 5.02(a) and Attributable Debt, provided that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group; (iv) Liens on the assets of Film Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Film Financings; (v) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content; (vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business; (vii) Liens on property purchased after the date of this Agreement provided that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item; (viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group, provided that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group; (ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03 (x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group; and (xi) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii), provided such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file, or permit any of its Subsidiaries to sign or file, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign, or permit any of its Subsidiaries to sign, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (i) Liens created under the Five Year Credit Agreement; (ii) Permitted Liens; (iiiii) the Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplicationexisting on the date hereof and described on Schedule 5.02(a) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterhereto; (iiiiv) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, property or equipment or assetto be subject to such Liens, or Liens existing on any such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such propertyproperty or equipment), equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved (except that Liens incurred in connection with the construction or improvement of real property may extend to additional real property immediately contiguous to such property being constructed or improved, ) and no such extension, renewal or replacement shall extend to or cover any such properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior arising in connection with Capitalized Leases permitted under Section 5.02(d)(vii); provided that no such Lien shall extend to or cover any assets other than the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or assets subject to such Capitalized Leases; (vi) Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens (other than replacement Liens permitted under clause (xi) below) were not created in contemplation of such merger, consolidation or acquisition investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (vii) Liens on accounts receivable and other related assets arising solely in connection with the sale or other disposition of such accounts receivable pursuant to Section 5.02(e)(ii); (viii) Liens securing Documentary L/Cs; provided that no such Lien shall extend to or cover any assets of the Company Borrower or any of its Subsidiaries other than the inventory (and bills of lading and other documents related thereto) being financed by any such SubsidiaryDocumentary L/C; (ix) Liens in respect of goods consigned to the Borrower or any of its Subsidiaries in the ordinary course of business; provided that such Liens are limited to the goods so consigned; (x) financing statements filed in the ordinary course of business solely for notice purposes in respect of operating leases and in-store retail licensing arrangements entered into in the ordinary course of business; (xi) Liens securing Debt incurred by the Borrower or its Subsidiaries, and in an aggregate amount at any time outstanding not to exceed $250,000,000; and (xii) the replacement, extension or renewal of any such Lien permitted by clause (iii), (v) or (vi) above upon or in the same property theretofore subject thereto or, in the case of Liens on real property and related personal property of the Borrower or any of its Subsidiaries, upon or in substitute property of like kind of the Borrower or such Subsidiary, as the case may be, determined in good faith by the Board of Directors of the Borrower or such Subsidiary to be of the same or lesser value than the property theretofore subject thereto, or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create No Loan Party shall create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment real property or assetequipment, or Liens existing on such property, real property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such real property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Lien referred to in this paragraph (ii) shall not exceed $75,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (iviii) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property assets of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, and ; (iv) other Liens securing Debt in an aggregate principal amount not to exceed $175,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (v) the replacement, extension or renewal of any Lien permitted by paragraph (iii) above, provided that such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity shall not extend to or change in cover any direct or contingent obligor if such change would be adverse assets not subject to the Company) Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount of the Debt permitted hereunder secured therebythereby shall not increase as a result of such replacement, extension or renewal; (vi) any Liens or pledges for the benefit of the Company or any of its Subsidiaries arising by reason of deposits to qualify the Company or any of its Subsidiaries to maintain self-insurance; (vii) any Lien with respect to judgments and attachments that do not result in an Event of Default; and (viii) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a).

Liens, Etc. Create or suffer to exist, or permit any of ---------- its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted LiensLiens on any property or assets of any corporation existing at the time such corporation becomes a Subsidiary provided that such Lien does not extend to any -------- other property of the Borrower or any of its Subsidiaries; (ii) Liens securing Debt in an aggregate outstanding principal amounton any property or assets (including stock) existing at the time of acquisition of such property or assets by the Borrower or any of its Subsidiaries, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost payment of acquiringall or any part of the purchase price of such property or assets (including stock), constructing upon the acquisition of such property or improving such property, equipment assets by the Borrower or asset any of its Subsidiaries or to secure Debt incurred solely incurred, assumed or guaranteed by the Borrower or any of its Subsidiaries for the purpose of financing all or any part of the purchase price of such property or in the case of real property, construction or improvements thereon or attaching to property substituted by the Borrower to obtain the release of a Lien on other property of the Borrower on which a Lien then exists, which Debt is incurred, assumed or guaranteed prior to, at the time of, or within 18 months after such acquisition (or in the case of real property, completion of construction (including any improvements on an existing asset) or commencement of full operations at such property, equipment or assetwhichever is later (which in the case of a retail store is the opening of the store for business to the public)), or Liens existing on such property, equipment or asset at provided that in the time case of its acquisition (other than any such Liens created in contemplation of -------- such acquisition, construction or improvement that were not incurred to finance improvement, the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend not apply to any other property or cover any properties of any character other than assets theretofore owned by the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.Subsidiaries;

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment of any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii7.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and; (v) Liens existing on property prior to the acquisition thereof by the Company Borrower or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company Borrower or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the CompanyBorrower) of the Debt permitted hereunder secured thereby; and (vi) Liens securing obligations, in an aggregate amount outstanding at any time not in excess of $1,600,000,000, arising under or from trade letters of credit issued (and outstanding) for the account of the Borrower or any of its Subsidiaries.

Liens, Etc. Create or suffer to exist, or permit any of ---------- its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted LiensLiens on any property or assets of any corporation existing at the time such corporation becomes a Subsidiary provided that such Lien does not extend to any other property -------- of the Borrower or any of its Subsidiaries; (ii) Liens securing Debt in an aggregate outstanding principal amounton any property or assets (including stock) existing at the time of acquisition of such property or assets by the Borrower or any of its Subsidiaries, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost payment of acquiringall or any part of the purchase price of such property or assets (including stock), constructing upon the acquisition of such property or improving such property, equipment assets by the Borrower or asset any of its Subsidiaries or to secure Debt incurred solely incurred, assumed or guaranteed by the Borrower or any of its Subsidiaries for the purpose of financing all or any part of the purchase price of such property or in the case of real property, construction or improvements thereon or attaching to property substituted by the Borrower to obtain the release of a Lien on other property of the Borrower on which a Lien then exists, which Debt is incurred, assumed or guaranteed prior to, at the time of, or within 18 months after such acquisition (or in the case of real property, completion of construction (including any improvements on an existing asset) or commencement of full operations at such property, equipment or assetwhichever is later (which in the case of a retail store is the opening of the store for business to the public)), or Liens existing on such property, equipment or asset at provided that in the time case of its acquisition (other than any such Liens created in contemplation of -------- such acquisition, construction or improvement that were not incurred to finance improvement, the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend not apply to any other property or cover any properties of any character other than assets theretofore owned by the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.Subsidiaries;

Liens, Etc. Create or suffer to exist, or permit ---------- any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted LiensLiens on any property or assets of any corporation existing at the time such corporation becomes a Subsidiary provided that such Lien does not extend to -------- any other property of the Borrower or any of its Subsidiaries; (ii) Liens securing Debt in an aggregate outstanding principal amounton any property or assets (including stock) existing at the time of acquisition of such property or assets by the Borrower or any of its Subsidiaries, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost payment of acquiringall or any part of the purchase price of such property or assets (including stock), constructing upon the acquisition of such property or improving such property, equipment assets by the Borrower or asset any of its Subsidiaries or to secure Debt incurred solely incurred, assumed or guaranteed by the Borrower or any of its Subsidiaries for the purpose of financing all or any part of the purchase price of such property or in the case of real property, construction or improvements thereon or attaching to property substituted by the Borrower to obtain the release of a Lien on other property of the Borrower on which a Lien then exists, which Debt is incurred, assumed or guaranteed prior to, at the time of, or within 18 months after such acquisition (or in the case of real property, completion of construction (including any improvements on an existing asset) or commencement of full operations at such property, equipment or assetwhichever is later (which in the case of a retail store is the opening of the store for business to the public)), or Liens existing on such property, equipment or asset at provided that in the time case of its acquisition (other than any such Liens created in contemplation of such -------- acquisition, construction or improvement that were not incurred to finance improvement, the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend not apply to any other property or cover any properties of any character other than assets theretofore owned by the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.Subsidiaries;

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign for security purposes (including an assignment but not in connection with a bona fide sale thereof), or permit any of its Subsidiaries to assign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income), other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred similar title retention agreements with respect to finance the acquisition, construction or improvement of such property, equipment or asset) property hereafter acquired or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company or becomes a Subsidiary of the Companyits Subsidiaries; provided that any such Liens that were not created in contemplation of during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and do the Debt secured by such Liens does not extend to any other assets exceed the fair market value of the Company assets (including intangible assets) of such Person so merged into or such Subsidiary, and consolidated with the Borrower or any of its Subsidiaries, (v) the replacement, extension or renewal of any such Lien permitted by clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening amount or extension of the final maturity or change in any direct or contingent obligor if such change would be adverse to the Companydate) of the Debt permitted hereunder secured thereby, (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000; and (vii) Liens on property of a Receivables Subsidiary created in connection with a Permitted Receivables Financing.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted LiensLiens on any property or assets of any corporation existing at the time such corporation becomes a Subsidiary PROVIDED that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; (ii) Liens securing Debt in an aggregate outstanding principal amounton any property or assets (including stock) existing at the time of acquisition of such property or assets by the Borrower or any of its Subsidiaries, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost payment of acquiringall or any part of the purchase price of such property or assets (including stock), constructing upon the acquisition of such property or improving such property, equipment assets by the Borrower or asset any of its Subsidiaries or to secure Debt incurred solely incurred, assumed or guaranteed by the Borrower or any of its Subsidiaries for the purpose of financing all or any part of the purchase price of such property or in the case of real property, construction or improvements thereon or attaching to property substituted by the Borrower to obtain the release of a Lien on other property of the Borrower on which a Lien then exists, which Debt is incurred, assumed or guaranteed prior to, at the time of, or within 18 months after such acquisition (or in the case of real property, completion of construction (including any improvements on an existing asset) or commencement of full operations at such property, equipment or assetwhichever is later (which in the case of a retail store is the opening of the store for business to the public)), or Liens existing on such property, equipment or asset at PROVIDED that in the time case of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance improvement, the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend not apply to any other property or cover any properties of any character other than assets theretofore owned by the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.Subsidiaries;

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries Subsidiary ---------- to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or on any right of the income or profits therefrom, unless it shall have made effective provision whereby the Advances shall be secured by such Lien equally and ratably with any and all obligations and Debt so secured so long as such obligations and Debt are so secured; provided that nothing in this Section 5.02 shall be construed to receive income), other thanprevent or restrict the following: (i) Permitted Liens; (ii) purchase money Liens securing Debt in an aggregate outstanding principal amount(including mortgages, conditional sales, capital leases and any other title retention, deferred purchase or securing exposure under Hedge Agreements, when aggregated (without duplicationvendor financing device or arrangement) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred conditional sales or other similar title retention agreements with respect to finance the acquisition, construction or improvement of such property, equipment or asset) property hereafter acquired or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall -------- ------- extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property assets of a Person existing at the time (A) such Person is merged into or consolidated with the Company Borrower or any Subsidiary of its Subsidiaries or (B) any property or assets of such Person is acquired by the Company Borrower or becomes a Subsidiary any of the Companyits Subsidiaries; provided that any such Liens that were not created in contemplation of during the period -------- immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and do the Debt secured by such Liens does not extend exceed the fair market value of the assets (including intangible assets) of such Person so merged into or consolidated with the Borrower or any of its Subsidiaries or so acquired by the Borrower or any of its Subsidiaries; (v) the subordination of the Borrower's rights with respect to any other assets Debt owed to the Borrower by any of its Subsidiaries to the Company right of any creditor of such Subsidiary for money or credit advanced to such Subsidiary, and ; (vi) the replacement, extension or renewal of any such Lien permitted by clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening amount or extension of the final maturity or change in any direct or contingent obligor if such change would be adverse to the Companydate) of the Debt permitted hereunder secured thereby; and (vii) Liens on deposits with banks, if such Liens are made in connection with loans made by such banks to any Subsidiaries of the Borrower so long as all such deposits subject to such Liens shall not in the aggregate exceed $35,000,000.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, Accounts, Inventory and other Collateral) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (ia) Liens created under the Loan Documents; (b) Permitted Liens; (iic) Liens existing on the date hereof and described on Schedule 6.1(c); (d) Purchase money Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred permitted under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii6.2(c)(i) Liens upon real property or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved Equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset Equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, equipment real property or assetEquipment to be subject to such Liens, or Liens existing on any such property, equipment real property or asset Equipment at the time of its acquisition (whether in a stock or asset transaction) (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, equipment property or asset Equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (ive) Liens upon existing real arising in connection with Capitalized Leases permitted under Section 6.2(c)(i); provided, that no such Lien shall extend to or cover any Collateral or any assets other than the assets subject to such Capitalized Leases; (f) Liens securing Debt permitted under Section 6.2(c)(i) on property interests or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Company Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; andSubsidiaries (vg) Liens existing on property prior arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 9.7; (h) Licenses, leases or subleases granted to the acquisition thereof by the Company or any of its Subsidiaries third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (i) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases not constituting Debt or consignments; (j) Liens on property insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (k) Liens consisting of rights of set-off of a Person existing at customary nature or bankers' liens on amounts on deposit, whether arising by contract or operation of law, incurred in the time ordinary course of business so long as such Person is merged into or consolidated with deposits are not intended to be collateral for any obligation; (l) Liens incurred in the Company ordinary course of business of the Borrower or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided Borrower with respect to obligations (other than for Debt for borrowed money) that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to exceed $7,500,000 at any other assets of the Company or such Subsidiary, and the one time outstanding; and (m) The replacement, extension or renewal of any such Lien permitted by clauses (b) through (l) above upon or in the same property theretofore subject thereto or in connection with the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or any change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, on fixed asset or capital asset assets acquired, constructed, constructed or improved or held by the Company or any Subsidiary in of its Subsidiaries, including, without limitation, real property, improvements to real property and equipment, that secure Debt incurred to acquire, construct or improve such assets or extensions, renewals or replacements of such Debt for the ordinary course same or a lesser amount or Liens existing on such assets at the time of business to secure their acquisition, provided that (1) such Liens and the Debt secured thereby are incurred or arise prior to, upon, or within 90 days after, such acquisition or the completion of such construction or improvement, (2) the amount of the Debt secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such property, equipment assets and (3) such Liens shall not apply to any other property or asset assets of the Company or any other Subsidiary of the Company, (iii) the Liens and any assignment or sale of any income or revenues (including Accounts and contract payments) due to secure Debt incurred solely for the purpose Company or any Subsidiary of financing the acquisition of such property, equipment or assetCompany, or Liens rights in respect thereof, existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or assetEffective Date and described on Schedule 5.02(a) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;hereto, (iv) Liens upon existing real property interests of created under this Agreement or the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; andother Loan Documents, (v) Liens existing on property prior to the acquisition thereof by the Company property, software or any of its Subsidiaries in the ordinary course of business or on property other assets of a Person existing at the time such Person is merged into or consolidated with or all or substantially all of the assets of a Person are acquired by the Company or any Subsidiary of the Company or such Person becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any property, software or other assets other than those of the Person so merged into or consolidated with or whose properties, assets and software are acquired by the Company or such SubsidiarySubsidiary or becoming a Subsidiary of the Company, (vi) Liens and assignments of Accounts, the right to receive payments and any related security on which a Lien is granted or which assigned in connection with the assignments of Accounts or the right to receive payments pursuant to Receivables Programs in an aggregate Invested Amount not to exceed $700,000,000 at any time outstanding, (vii) Liens on property, software or other assets in connection with any lease accounted for as a capital lease in accordance with GAAP, provided that the Debt secured thereby does not exceed the aggregate amount of the Debt outstanding under such lease at any time, (viii) Liens on property, software or other assets and assignments or sales of contract payments due to the Company or any Subsidiary of the Company created, incurred, assumed or permitted to exist in connection with Customer Finance Transactions that secure indebtedness and obligations (including committed sums) not exceeding $750,000,000 in the aggregate at any time outstanding, (ix) other Liens on property, software and other assets of one or more of the Company and the Subsidiaries of the Company and other assignments or sales of any income or revenues (including Accounts and contract payments) due to one or more of the Company and the Subsidiaries of the Company, provided that the aggregate amount of all indebtedness and obligations secured by such Liens and such assignments and sales does not exceed $100,000,000 in the aggregate at any time outstanding, and (x) the replacement, extension or renewal of any such Lien or any assignment or sale of contract payments due to the Company or any Subsidiary of the Company permitted by clause (ii), (iii) or (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create No Group Member shall create or suffer to exist, or permit any of its their Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of their Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary Group Member in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment real property or assetequipment, or Liens existing on such property, real property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such real property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Lien referred to in this paragraph (ii) shall not exceed $250,000,000 (or its equivalent in another currency or currencies) at any time outstanding; (iviii) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property assets of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company Group Member or becomes a Group Member or a Subsidiary of the CompanyParent; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Company Person so merged into or consolidated with such SubsidiaryGroup Member or acquired by such Group Member; (iv) other Liens securing Debt or other obligations in an aggregate principal amount at any time outstanding not to exceed (1) during the Covenant Relief Period, the greater of (x) $400,000,000 (or its equivalent in another currency or currencies) and (y) 5% of Consolidated Net Tangible Assets and (2) and any other time, the greater of (x) $500,000,000 (or its equivalent in another currency or currencies) and (y) 15% of Consolidated Net Tangible Assets; (v) the replacement, extension or renewal of any Lien permitted by paragraph (iii) above, provided that such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity shall not extend to or change in cover any direct or contingent obligor if such change would be adverse assets not subject to the Company) Lien being replaced, extended or renewed and provided further that the grantor of the Lien as obligor of the relevant Debt shall not change and the amount of the Debt permitted hereunder secured therebythereby shall not increase as a result of such replacement, extension or renewal; (vi) any Liens or pledges for the benefit of any Group Member arising by reason of deposits to qualify such Group Member to maintain self-insurance; (vii) any Lien with respect to judgments and attachments that do not result in an Event of Default; (viii) Liens or assignments of accounts receivable arising in the ordinary course of business under supply chain financing arrangements; (ix) Liens existing on the date of this Agreement granted by the Company or any of its Subsidiaries or Icon or any of its Subsidiaries and securing Debt or other obligations outstanding on the date of this Agreement, as set forth on Schedule 5.02(a); and (x) any Liens arising in connection with customary escrow arrangements with lenders and other financing sources or any agent with respect to Debt to fund the Special Cash Payment pending consummation of the Neptune Separation and the Neptune Acquisition.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties (including an assignment which for purposes of this subsection (a) shall be deemed not to include shares of the Borrower's capital stock), whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure 46 41 Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired (or, in the case of improvements to real property, equipment or asset the real property being acquired, constructed or improved), and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of securing Debt payable to the Company or any of its Subsidiaries to secure Borrower, (v) other Liens securing Debt in an aggregate principal amount not in excess to exceed at any time outstanding an amount equal to 20% of $600,000,000; Consolidated Shareholders' Equity, and (vvi) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such propertythe date hereof ("Existing Liens"), equipment and Liens replacing, extending or asset at the time of its acquisition (other than renewing any such Existing Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt secured by such Existing Lien; (ii) Permitted Liens; (iii) Liens securing Debt and other Obligations that are not otherwise permitted hereunder to be secured therebypursuant to this Section 5.02(a) and Attributable Debt, provided that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group; (iv) Liens on the assets of Film Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Film Financings; (v) Liens created in favor of (x) a producer or supplier of television programming or films or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing and/or syndication of television programming or films, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such television programming or films; (vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business; (vii) Liens on property purchased after the date of this Agreement provided that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item; (viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group, provided that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group; (ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03 (x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group; and (xi) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii), provided such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its Properties whether now owned or hereafter acquired to secure Indebtedness or reimbursement Obligations in respect of letters of credit, acceptances or bank guarantees, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcept: (i) Permitted LiensLiens on or with respect to any of the properties of the Borrower and any of its Subsidiaries existing on the date hereof and set forth on Schedule 5.02(a)(i); (iiA) Liens securing Debt upon or in an aggregate outstanding principal amountproperty acquired (including acquisitions through merger or consolidation) or constructed or improved by the Borrower or any of its Subsidiaries including general tangibles, proceeds and improvements, accessories and upgrades thereto and created contemporaneously with, or securing exposure under Hedge Agreementswithin 12 months after, when aggregated (without duplication) with such acquisition or the outstanding principal amount completion of construction or improvement to secure or provide for the payment of all Debt or a portion of the purchase price of such property or the cost of construction or improvement thereof (including any Indebtedness incurred under Section 6.02(b)(viiito finance such acquisition, construction or improvement), not in excess at as the case may be and (B) Liens on property (including any time unimproved portion of 7.5% partially improved property) of the Consolidated Tangible Net Worth at the end Borrower or any of its Subsidiaries created within 12 months of completion of construction of a new plant or plants on such property to secure all or part of the immediately preceding Fiscal Quartercost of such construction (including any Indebtedness incurred to finance such construction) if, in the opinion of the Borrower, such property or such portion thereof was prior to such construction substantially unimproved for the use intended by the Borrower; provided, however, no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved (including any unimproved portion of a partially improved property) including general intangibles, proceeds and improvements, accessories and upgrades thereto; (iii) Liens upon or arising in any real propertyconnection with capitalized leases, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, provided that no such Lien shall extend to or cover any properties of any character assets other than the real propertyassets subject to such capitalized leases and proceeds (including, equipment or asset being acquiredwithout limitation, constructed or improvedproceeds from associated contracts and insurances) of, and no such extensionimprovements, renewal or replacement shall extend to or cover any properties not theretofore subject to accessories and upgrades to, the Lien being extended, renewed or replacedproperty leased pursuant thereto; (iv) Liens upon Any Lien existing real on any property interests of including general intangibles, proceeds and improvements, accessories and upgrades thereto prior to the Company acquisition (including acquisition through merger or consolidation) thereof by the Borrower or any of its Subsidiaries or existing on any property of any Person that becomes a Subsidiary after the date hereof prior to secure Debt the time such Person becomes a Subsidiary, provided that such a Lien is not created in an aggregate principal amount not contemplation or in excess of $600,000,000; andconnection with such acquisition or such Person becoming a Subsidiary and no such Lien shall be extended to cover property other than the asset being acquired including general intangibles proceeds and improvements, accessories and upgrades thereto; (v) Liens existing to secure any extension, renewal, refunding or replacement (or successive extensions, renewals, refinancing, refundings or replacements), in whole or in part, of any Indebtedness or other Obligation secured by any Lien referred to in clauses (ii), (iii), (iv), (vii), and (ix), provided that (A) the principal amount of the Indebtedness or other Obligation secured thereby is no greater than the outstanding principal amount of such Indebtedness or other Obligation immediately before such extension, renewal, refinancing, refunding or replacement and (B) such Lien shall only extend to such assets as are already subject to a Lien in respect of such Indebtedness or other Obligation; (vi) Liens on property prior the Equity Interests of Mid-Valley, Inc. in favor of the trusts organized pursuant to Sections 524(g) and 105(a) of the Bankruptcy Code as provided in the Plan of Reorganization of those entities and other Subsidiaries of the Borrower; (vii) Liens (A) arising in connection with the pledge of any Equity Interests in (and assets of) any Project Finance Subsidiary, so long as such Liens secure only Project Financing and (B) securing Permitted Non-Recourse Indebtedness; (viii) Liens arising in connection with the pledge of any Equity Interests in any joint venture (that is not a Subsidiary), and liens on the assets of a JV Subsidiary, in each case to secure Joint Venture Debt of such joint venture and/or such JV Subsidiary. “Joint Venture Debt” shall mean Indebtedness and other obligations as to which the lenders will not, pursuant to the acquisition thereof by the Company or any of its Subsidiaries terms in the ordinary course of business agreements governing such Indebtedness, have any recourse to the stock or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company Borrower or such any Subsidiary, and the replacement, extension or renewal other than such pledged assets of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.JV Subsidiary;

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income), in each case to secure Debt of any Person, other than: (i) Permitted Liens; (ii) (x) the Liens securing existing on the Restatement Date and described on Schedule 5.02(a) hereto and (y) other Liens existing on the Restatement Date that secure Debt in an existing on the Restatement Date the aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), which does not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterexceed $50,000,000; (iii) Liens under any Qualified Receivables Transaction or Third-Party Vendor Financing Programs; (iv) purchase money Liens upon or in any real property, equipment, equipment or any fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company or any Material Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment or assetassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property), equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedLiens securing capital lease obligations; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens any Lien existing on any property prior to before the acquisition thereof by the Company or any Subsidiary of its Subsidiaries in the ordinary course of business or Company, and Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Material Subsidiary of the Company; NYDOCS02/1129523.1 provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary; (vi) other Liens securing Debt which does not exceed (without duplication) at the time such Lien is created an aggregate principal amount of $500,000,000 outstanding, and provided that Liens permitted under this clause (vi) together with Debt permitted under Section 5.02(c)(viii) below shall not exceed (without duplication) an aggregate principal amount of $750,000,000 at any time outstanding; (vii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iv) or (v) above upon or in the same property theretofore subject thereto or thereto, provided that the replacement, extension or renewal of the Debt secured thereby shall have occurred without any (without A) increase in the amountamount thereof other than to finance fees and expenses incurred in connection with such extension, shortening the maturity renewal, refinancing or replacement, or (B) change in any direct or contingent obligor if such change would be adverse thereunder; (viii) Liens securing Debt owing to the CompanyCompany or any of its Subsidiaries; (ix) Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business securing obligations under Hedge Agreements designed solely to protect the Company or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities; (x) Liens in favor of customs and revenue authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties in connection with the importation of goods; (xi) Liens consisting of any rights retained by a seller or shipper of goods in such goods prior to receipt of payment therefor during the shipment of such goods from the seller to the buyer; (xii) Liens consisting of the Debt rights of consignors of goods, whether or not perfected; (xiii) Liens in favor of lessors securing obligations (not constituting Debt) under operating leases; and (xiv) any financing statement reflecting a security interest that would otherwise be permitted hereunder secured therebyunder this Section 5.02(a).

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such propertythe Effective Date and set forth on Schedule 5.02(a) (“Existing Liens”), equipment and Liens replacing, extending or asset at the time of its acquisition (other than renewing any such Existing Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt secured by such Existing Lien; (ii) Permitted Liens; (iii) Liens securing Debt and other Obligations that are not otherwise permitted hereunder to be secured thereby.pursuant to this Section 5.02(a) and Attributable Debt, provided that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 5 % of the Consolidated Tangible Assets of the Reporting Group; (iv) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content; (v) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business; (vi) Liens on property purchased after the date of this Agreement provided that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item; (vii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group, provided that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group; (viii) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03; (ix) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group; and (x) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided that no such Lien shall extend to or cover any property or assets other than the securities subject thereto;

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 4.01(j) hereto, (iv) Liens upon existing real property interests of the Company arising in connection with any court action or any of its Subsidiaries to secure other legal proceeding so long as no Default under Section 6.01(f) has occurred and is continuing, (v) other Liens securing Debt in an aggregate principal amount not in excess of to exceed $600,000,000; 50,000,000 at any time outstanding, and (vvi) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, accounts receivable, Inventory and other Collateral) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (ia) Liens created under the Loan Documents; (b) Permitted Liens; (iic) Liens existing on the date hereof and described on Schedule 6.1(c); (d) Purchase money Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred permitted under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii6.2(c)(i) Liens upon real property or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved Equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset Equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, equipment real property or assetEquipment to be subject to such Liens, or Liens existing on any such property, equipment real property or asset Equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, equipment property or asset Equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (ive) Liens upon existing real property interests of the Company arising in connection with Capitalized Leases permitted under Section 6.2(c)(i) or true operating leases; provided, that no such Lien shall extend to or cover any Collateral or any of its Subsidiaries assets other than the assets subject to secure Debt in an aggregate principal amount not in excess of $600,000,000such Capitalized Leases or operating leases, as the case may be; (i) Liens created under the Xxxxx Xxxxxxx Subordinated Security Agreement; and (vii) Liens existing on property prior the same assets as described under clause (f)(i) granted to secure the Senior Subordinated Debt but only on terms and conditions satisfactory to the acquisition thereof by the Company or any of its Subsidiaries Administrative Agent as acknowledged in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Companywriting; provided that said Liens shall in any event be co-terminous with the Liens referred to in clause (f)(i) above and the holder of such Liens were not created shall have no rights to vote as a secured creditor in contemplation of such merger, consolidation or acquisition and do not extend to any other assets proceeding of the Company or such Subsidiary, and the type described in Section 9.6. (g) The replacement, extension or renewal of any such Lien permitted by clauses (a) through (f) above upon or in the same property theretofore subject thereto or in connection with the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or any change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, Accounts, Inventory and other Collateral) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statement, 97 90 or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (ia) Liens created under the Loan Documents; (b) Permitted Liens; (iic) Liens existing on the date hereof and described on Schedule 6.1(c); (d) Purchase money Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred permitted under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii6.2(c)(i) Liens upon real property or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved Equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset Equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, equipment real property or assetEquipment to be subject to such Liens, or Liens existing on any such property, equipment real property or asset Equipment at the time of its acquisition (whether in a stock or asset transaction) (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, equipment property or asset Equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (ive) Liens upon existing real arising in connection with Capitalized Leases permitted under Section 6.2(c)(i); provided, that no such Lien shall extend to or cover any Collateral or any assets other than the assets subject to such Capitalized Leases; (f) Liens securing Debt permitted under Section 6.2(c)(i) on property interests or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Company Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; andSubsidiaries (vg) Liens existing on property prior arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 9.7; (h) Licenses, leases or subleases granted to the acquisition thereof by the Company or any of its Subsidiaries third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (i) Liens arising from precautionary UCC financing statements regarding operating leases not constituting Debt or consignments; 98 91 (j) Liens on property insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (k) Liens consisting of rights of set-off of a Person existing at customary nature or bankers' liens on amounts on deposit, whether arising by contract or operation of law, incurred in the time ordinary course of business so long as such Person is merged into or consolidated with deposits are not intended to be collateral for any obligation; (l) Liens incurred in the Company ordinary course of business of the Borrower or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided Borrower with respect to obligations (other than for Debt for borrowed money) that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to exceed $5,000,000 at any other assets of the Company or such Subsidiary, and the one time outstanding (m) The replacement, extension or renewal of any such Lien permitted by clauses (b) through (l) above upon or in the same property theretofore subject thereto or in connection with the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or any change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income), in each case to secure Debt of any Person, other than: (i) Permitted Liens; (ii) (x) the Liens securing existing on the Effective Date and described on Schedule 5.02(a) hereto and (y) other Liens existing on the Effective Date that secure Debt in an existing on the date hereof the aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), which does not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterexceed $50,000,000; (iii) Liens under any Qualified Receivables Transaction or Third-Party Vendor Financing Programs, of which not more than $500,000,000, in the aggregate outstanding at any time secured by such Liens, may be treated as off the Borrower's Consolidated balance sheet; (iv) purchase money Liens upon or in any real property, equipment, equipment or any fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company Borrower or any Material Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment or assetassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property), equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedLiens securing capital lease obligations; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens any Lien existing on any property prior to before the acquisition thereof by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business or Borrower, and Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Material Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Company Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary; (vi) other Liens securing Debt which, together with Debt permitted under Section 5.02(c)(viii) below, does not exceed (without duplication) at the time such Lien is created an aggregate principal amount of $750,000,000 outstanding, of which not more than $350,000,000 may secure outstanding Debt of the Borrower and its Material Subsidiaries that are Domestic Subsidiaries; (vii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iv) or (v) above upon or in the same property theretofore subject thereto or thereto, provided that the replacement, extension or renewal of the Debt secured thereby shall have occurred without any (without A) increase in the amountamount thereof other than to finance fees and expenses incurred in connection with such extension, shortening the maturity renewal, refinancing or replacement, or (B) change in any direct or contingent obligor if such change would be adverse thereunder; and (viii) Liens securing Debt owing to the Company) Borrower or any of the Debt permitted hereunder secured therebyits Subsidiaries.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign for security purposes (including an assignment but not in connection with a bona fide sale thereof), or permit any of its Subsidiaries to assign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income), other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred similar title retention agreements with respect to finance the acquisition, construction or improvement of such property, equipment or asset) property hereafter acquired or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company or becomes a Subsidiary of the Companyits Subsidiaries; provided that any such Liens that were not created in contemplation of during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and do the Debt secured by such Liens does not extend to any other assets exceed the fair market value of the Company assets (including intangible assets) of such Person so merged into or such Subsidiary, and consolidated with the Borrower or any of its Subsidiaries, (v) the replacement, extension or renewal of any such Lien permitted by clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening amount or extension of the final maturity or change in any direct or contingent obligor if such change would be adverse to the Companydate) of the Debt permitted hereunder secured thereby, (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000, and (vii) Liens on property of a Receivables Subsidiary created in connection with a Permitted Receivables Financing.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 4.01(j) hereto, (iv) Liens upon existing real property interests of the Company arising in connection with any court action or any of its Subsidiaries to secure other legal proceeding so long as no Default under Section 6.01(f) has occurred and is continuing, (v) other Liens securing Debt in an aggregate principal amount not in excess of to exceed $600,000,000; 25,000,000 at any time outstanding, and (vvi) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien permitted by clause (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any right of its Subsidiaries to receive income)assign accounts receivable, other than: (i) Permitted Liens;, (ii) purchase money Liens securing Debt (including Liens incurred in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplicationconnection with construction and Liens in the nature of capital leases) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, property or equipment or other fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of acquiring, constructing such property or improving such property, equipment or asset other fixed assets or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall -------- ------- extend to or cover any properties of any character other than the real property, property or equipment or asset other fixed assets being acquiredacquired or any attachments, constructed replacements, improvements, additions or improvedaccessions thereto or any proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real on accounts receivable and related property interests of the Company Borrower or any Subsidiary incurred in connection with a Permitted Receivables Facility, (v) Liens on documents of title or goods in transit securing reimbursement obligations of the Borrower or any of its Subsidiaries to secure under letters of credit or purchase contracts, (vi) other Liens securing Debt outstanding or other obligations in an aggregate principal amount not in excess to exceed 10% of $600,000,000; andthe aggregate of the Borrower's Consolidated total assets as of the end of the most recently completed fiscal quarter, (vvii) the replacement, extension or renewal of any Lien permitted by clause (ii) or (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, (viii) Liens existing on property prior or assets of a Subsidiary of the Borrower to secure obligations of such Subsidiary to the acquisition thereof by Borrower or a Subsidiary of the Company or any of its Subsidiaries in the ordinary course of business or Borrower, (ix) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such merger, -------- consolidation or acquisition investment and do not extend to any assets other assets than those of the Company Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, (x) Liens securing judgments not resulting in an Event of Default under Section 6.01(f), and the replacement, extension or renewal and (xi) Liens on insurance proceeds in favor of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse insurance companies with respect to the Company) financing of the Debt permitted hereunder secured therebyinsurance premiums.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign for security purposes (including an assignment but not in connection with a bona fide sale thereof), or permit any of its Subsidiaries to assign for security purposes (but not in connection with a bona fide sale thereof), any right to receive income), other than; provided that nothing in this Section 5.02 shall be construed to prevent or restrict the following: (i) Permitted Liens;, 195 (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred similar title retention agreements with respect to finance the acquisition, construction or improvement of such property, equipment or asset) property hereafter acquired or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company or becomes a Subsidiary of the Companyits Subsidiaries; provided that any such Liens that were not created in contemplation of during the period immediately prior to such merger, consolidation or acquisition were created in the ordinary course of business of such Person and do the Debt secured by such Liens does not extend to any other assets exceed the fair market value of the Company assets (including intangible assets) of such Person so merged into or such Subsidiary, and consolidated with the Borrower or any of its Subsidiaries, (v) the replacement, extension or renewal of any such Lien permitted by clauses (iii) and (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening amount or extension of the final maturity or change in any direct or contingent obligor if such change would be adverse to the Companydate) of the Debt permitted hereunder secured thereby, (vi) Liens not otherwise permitted pursuant to clauses (i) through (v) above securing obligations not to exceed at any one time the amount of $10,000,000; and (vii) Liens on property of a Receivables Subsidiary created in connection with a Permitted Receivables Financing.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to (including an assignment y) the Leased Property other than Permitted Liens and (z) any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Bank Credit Agreement Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company Lessee or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, improvement or construction of such propertyassets (including any Liens placed on such assets within 180 days after the latest of the acquisition, equipment completion of construction or assetimprovement of such assets), or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or assetassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property, equipment or asset assets being acquired, improved or constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced, provided Table of Contents further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding; (iii) the Liens existing on the date hereof securing Debt (other than Debt in respect of finance leases) in an aggregate principal amount not exceeding $50,000,000; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is acquired by, merged into or consolidated with the Company Lessee or any Subsidiary of the Company Lessee or becomes a Subsidiary of the CompanyLessee; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Company Person so merged into or consolidated with the Lessee or such Subsidiary or acquired by the Lessee or such Subsidiary; (v) Liens securing Debt owing by any Subsidiary of the Lessee to the Lessee; (vi) Liens securing Debt of Subsidiaries of the Lessee organized under the laws of any country other than the United States of America or a State thereof; (vii) Liens created under any finance lease on the assets that are the subject of such lease; (viii) Liens securing obligations under the Operative Documents; (ix) other Liens securing Debt in an aggregate principal amount not to exceed, together with the aggregate amount of Subsidiary Debt incurred in accordance with Section 9(c)(vi) of the Guaranty, at any time outstanding, the greater of (i) $2,500,000,000 and (ii) 15% of Consolidated Net Tangible Assets; and (x) the replacement, extension or renewal of any such Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or thereto, so long as the principal amount of Debt secured by any such Lien is not increased in connection with any such replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including an assignment accounts) whether now owned or hereafter acquired, or assign or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcept: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplicationdescribed on Schedule 6.02(a) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterhereto; (iii) purchase money Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved property acquired or held by the Company Parent or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset property or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any property to be subject to such property, equipment or assetLiens, or Liens existing on such property, equipment or asset any property at the time of its acquisition or within 180 days following such acquisition (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, equipment or asset property being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced;; 76 (iv) Liens upon existing real property interests of arising in connection with Capitalized Leases; provided that no such Lien shall extend to or cover any assets other than the Company or any of its Subsidiaries assets subject to secure Debt in an aggregate principal amount not in excess of $600,000,000; andsuch Capitalized Leases; (v) Liens (A) any Lien existing on property prior to any asset of any Person at the acquisition thereof by the Company or time such Person becomes a Subsidiary and not created in contemplation of such event, (B) any Lien on any asset of its Subsidiaries in the ordinary course of business or on property of a any Person existing at the time such Person is merged into or consolidated with or into the Company Parent or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were its Subsidiaries in accordance with Section 6.02(c) and not created in contemplation of such mergerevent and (C) any Lien existing on any asset prior to the acquisition thereof by the Parent or any of its Subsidiaries and not created in contemplation of such acquisition; (vi) Liens securing obligations under credit default swap transactions determined by reference to, consolidation or acquisition and Contingent Obligations in respect of, Debt issued by the Parent or one of its Subsidiaries; such Debt not to exceed an aggregate principal amount of $550,000,000; (vii) Liens arising in the ordinary course of its business which (A) do not extend secure Debt and (B) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (viii) Liens on cash and Approved Investments securing Hedge Agreements arising in the ordinary course of business; (ix) other Liens securing Debt or other obligations outstanding in an aggregate principal or face amount not to exceed at any time 10% of Consolidated Net Worth; (x) Liens consisting of deposits made by the Parent or any insurance Subsidiary with any insurance regulatory authority or other statutory Liens or Liens or claims imposed or required by applicable insurance law or regulation against the assets of the Company Parent or any insurance Subsidiary, in each case in favor of policyholders of the Parent or such insurance Subsidiary or an insurance regulatory authority and in the ordinary course of the Parent’s or such insurance Subsidiary’s business; (xi) Liens on Investments and cash balances of the Parent or any insurance Subsidiary (other than capital stock of any Subsidiary) securing obligations of the Parent or any insurance Subsidiary in respect of (i) letters of credit obtained in the ordinary course of business; and/or (ii) trust arrangements formed in the ordinary course of business, and or other security arrangements with any insurance Subsidiary of the Parent, in each case for the benefit of cedents to secure reinsurance recoverables owed to them by the Parent or any insurance Subsidiary; 77 (xii) the replacement, extension or renewal of any such Lien permitted by clause (ii) or (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amountamount (other than in respect of fees, shortening the maturity expenses and premiums, if any) or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby; (xiii) Liens securing obligations owed by any Borrower to any other Borrower or owed by any Subsidiary of the Parent (other than a Borrower) to the Parent or any other Subsidiary; (xiv) Liens incurred in the ordinary course of business in favor of financial intermediaries and clearing agents pending clearance of payments for investment or in the nature of set-off, banker’s lien or similar rights as to deposit accounts or other funds; (xv) judgment or judicial attachment Liens, provided that the enforcement of such Liens is effectively stayed; (xvi) Liens arising in connection with Securitization Transactions; provided that the aggregate principal amount of the investment or claim held at any time by all purchasers, assignees or other transferees of (or of interests in) receivables and other rights to payment in all Securitization Transactions (together with the aggregate principal amount of any other obligations secured by such Liens) shall not exceed U.S. $750,000,000; (xvii) Liens on securities arising out of repurchase agreements with a term of not more than twelve months entered into with Banks or their Affiliates or with securities dealers of recognized standing; provided that the aggregate amount of all assets of the Parent and its Subsidiaries subject to such agreements shall not at any time exceed $2,000,000,000; and (xviii) Liens securing up to an aggregate amount of $200,000,000 of obligations of the Parent or any Wholly Owned Subsidiary, arising out of catastrophe bond financing.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Restricted Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Borrower or any of its Restricted Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Restricted Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Restricted Subsidiaries to assign, any accounts or other right to receive income), other thanexcept: (i) Permitted Liens; (ii) other Liens incurred in the ordinary course of business securing Debt obligations in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterto exceed $25,000,000; (iii) Liens existing on the date hereof and described on Schedule 4.01(t) hereto; (iv) non-recourse Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Restricted Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure non-recourse, tax-exempt Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, property or equipment or assetto be subject to such Liens, or Liens existing on any such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries arising in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated connection with the Company or any Subsidiary of the Company or becomes a Subsidiary of the CompanyCapital Leases permitted under Section 5.02(b)(iii)(G); provided that no such Liens were not created in contemplation of such merger, consolidation or acquisition and do not Lien shall extend to or cover any assets other than the assets of the Company or subject to such Subsidiary, and Capital Leases; (vi) the replacement, extension or renewal of any such Lien permitted by clauses (iii) through (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby; (vii) Liens on personal property leased under leases (including synthetic leases) entered into by the Borrower which are accounted for as operating leases in accordance with GAAP to the extent not prohibited under Section 5.02(h); (viii) easements, exceptions or reservations in any property of the Borrower or any Restricted Subsidiary granted or reserved for the purpose of pipelines, roads, the removal of oil, gas, coal or other minerals, and other like purposes, or for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially interfere with, the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (ix) Liens on documents of title and the property covered thereby securing obligations in respect of letters of credit to the extent not prohibited under Section 5.02(b); (x) Liens on property or assets of the Borrower or any of its Restricted Subsidiaries securing Debt owing to the Borrower or to a Wholly Owned Restricted Subsidiary in an aggregate principal amount not to exceed $10,000,000; provided that no promissory note evidencing such intercompany Debt shall be pledged to any other Person as security for any Debt or any other obligation of the Borrower or such Restricted Subsidiary; (xi) any Lien arising out of the L/C Cash Deposit Accounts under this Agreement or any other Liens arising under substantially similar letter of credit cash deposit account arrangements, it being understood that any such cash deposit account is used to support then outstanding Letters of Credit and is not required to be funded or otherwise utilized to support the renewal of existing Letters of Credit or the issuance of new Letters of Credit; and (xii) assignments of the right to receive income or Liens that arise in connection with receivables securitization programs described, and in an aggregate principal amount not to exceed the amount specified therefor, in Section 5.02(b)(iii)(H) at any time outstanding.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries, other than NML and Subsidiaries of NML, to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive incomeincome (other than any right to receive income that is accounted for as a sale in accordance with GAAP), other than: (i) Permitted Liens; (iiA) Liens securing Debt arising in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated connection with Capitalized Leases and (without duplicationB) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its 59 56 acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment property or assetequipment) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the property covered by such Capitalized Lease or the real property, property or equipment or asset being acquired, constructed or improved, improved and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in clause (i)(A) or (i)(B) shall not exceed, in each case, an amount equal to $30,000,000 at any time outstanding; (ii) Liens upon property or assets (other than properties or assets which, as of the date of this Agreement, held proved or probable mineral reserves in countries classified in Category I under the country classifications adopted in the OECD Arrangement on Officially Supported Export Credits at the beginning of the 1995 Fiscal Year) of Project Subsidiaries incurred in connection with non-recourse project Debt (including the Inti Raymi Project Loans); provided, that the aggregate principal amount of such non-recourse project Debt secured by such Liens shall not exceed $150,000,000 less the sum of (i) the aggregate amount of Capitalized Leases of the Borrower plus (ii) the aggregate amount of purchase money Debt of the Borrower or any Subsidiary; (iii) other Liens securing Debt and other obligations of the Borrower or its Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed 5% of the Consolidated total tangible assets of the Borrower and the Guarantors; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; andPermitted Liens; (v) Liens existing on property prior to the acquisition thereof Effective Date and described on Schedule 5.02(a) hereto; (vi) Liens securing the performance of bids, tenders, leases, contracts (other than for the repayment of borrowed money or gold obligations), statutory obligations, surety, customs and appeal bonds and other obligations of like nature, incurred by the Company Borrower or any Subsidiary of the Borrower as an incident to and in the ordinary course of business; (vii) statutory landlord's Liens under any lease not prohibited by this Agreement to which the Borrower or any Subsidiary of the Borrower is a party; 60 57 (viii) Liens arising out of judgments or awards (other than any judgment described in Section 6.01(f) or (g) hereof and constituting an Event of Default thereunder) in respect of which the Borrower or any of its Subsidiaries 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 GAAP, with respect to such judgment or award; (ix) Liens on the ordinary course property or assets of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary Borrower in favor of the Company; provided that such Liens were not created Borrower or any Guarantor; (x) any arrangement with respect to a joint venture to which the Borrower or any of its Subsidiaries is a party where legal title to assets in contemplation which the Borrower or any of such merger, consolidation its Subsidiaries has a beneficial interest is held in the name of the operator or acquisition and do not extend to any other assets of the Company or joint venturer party to such Subsidiary, and the replacement, extension or renewal of any such Lien upon joint venture or in the same property name of the joint venture if such arrangement is not for the purpose of securing Debt; provided, however, such arrangements shall not apply to assets which, as of the date of this Agreement are not subject thereto to such Liens and held proved or probable mineral reserves in countries classified in Category I under the replacement, extension or renewal (without increase country classifications adopted in the amount, shortening OECD Arrangement on Officially Supported Export Credits at the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) beginning of the Debt permitted hereunder secured thereby1995 Fiscal Year; (xi) the paramount rights of the United States of America or any other domestic governmental authority or any foreign governmental authority in and to any unpatented mining or mill site claims or leases held by the Borrower or any of its Subsidiaries; and (xii) Liens on the property being developed or operated by a joint venture to which the Borrower or any of its Subsidiaries is a party in favor of the operator or another joint venturer party to such joint venture securing the respective obligations of the joint venturers party to such joint venture to advance funds or reimburse advances of funds or to perform obligations under the applicable joint venture agreement; provided, however, such arrangements shall not apply to properties which, as of the date of this Agreement are not subject to such Liens and held proved or probable mineral reserves in countries classified in Category I under the country classifications adopted in the OECD Arrangement on Officially Supported Export Credits at the beginning of the 1995 Fiscal Year.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted LiensLiens on any property or assets of any corporation existing at the time such corporation becomes a Subsidiary provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; (ii) Liens securing Debt in an aggregate outstanding principal amounton any property or assets (including stock) existing at the time of acquisition of such property or assets by the Borrower or any of its Subsidiaries, or securing exposure under Hedge Agreements, when aggregated (without duplication) with Liens to secure the outstanding principal amount payment of all Debt incurred under Section 6.02(b)(viiior any part of the purchase price of such property or assets (including stock), not in excess at upon the acquisition of such property or assets by the Borrower or any time of 7.5% its Subsidiaries or to secure Debt incurred, assumed or guaranteed by the Borrower or any of its Subsidiaries for the purpose of financing all or any part of the Consolidated Tangible Net Worth purchase price of such property or in the case of real property, construction or improvements thereon or attaching to property substituted by the Borrower to obtain the release of a Lien on other property of the Borrower on which a Lien then exists, which Debt is incurred, assumed or guaranteed prior to, at the end time of, or within 18 months after such acquisition (or in the case of real property, completion of construction (including any improvements on an existing asset) or commencement of full operations at such property, whichever is later (which in the case of a retail store is the opening of the immediately preceding Fiscal Quarterstore for business to the public)), provided that in the case of any such acquisition, construction or improvement, the Lien shall not apply to any other property or assets theretofore owned by the Borrower or any of its Subsidiaries; (iii) Liens upon securing Debt owing by any Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower; (iv) Liens on any property or assets of a corporation existing at the time such corporation is merged into or consolidated with the Borrower or any of its Subsidiaries or at the time of a purchase, lease or other acquisition or the assets of a corporation or firm as an entirety or substantially as an entirety by the Borrower or any of its Subsidiaries provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; (v) Liens on any property or assets of the Borrower or any of its Subsidiaries in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any real propertyother country, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business political subdivision thereof, to secure the cost of acquiringpartial, constructing progress, advance or improving such property, equipment other payments pursuant to any contract or asset statute or to secure any Debt incurred solely or guaranteed for the purpose of financing all or any part of the acquisition purchase price (or, in the case of such real property, equipment the cost of construction) of the property or assetassets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financing); (vi) Liens existing on such property, equipment properties or asset at assets of the time Borrower or any of its acquisition (other than any Subsidiaries existing on the Effective Date; provided that such Liens created in contemplation of such acquisitionshall secure only those obligations which they secure on the Effective Date or any extension, construction renewal or improvement that were not incurred to finance the acquisitionreplacement thereof; (vii) any extension, construction renewal or improvement of such property, equipment replacement (or asset) or successive extensions, renewals or replacements replacements), in whole or in part, of any of Lien referred to in the foregoing for the same or a lesser amountclauses (i) to (vi), provided, however, inclusive; provided that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend be limited to all or cover any properties not theretofore subject to a part of the property or assets which secured the Lien being so extended, renewed or replacedreplaced (plus improvements and construction on real property); (ivviii) Liens upon existing real property interests of the Company imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’ warehouseman’s, vendors’, or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) other similar Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries arising in the ordinary course of business of the Borrower or any of its Subsidiaries, or governmental (federal, state or municipal) Liens arising out of contracts for the sale of products or services by the Borrower or any of its Subsidiaries, or deposits or pledges to obtain the release of any of the foregoing Liens; (ix) pledges, Liens or deposits under worker’s compensation laws or similar legislation and Liens or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Borrower or any of its Subsidiaries is a party, or to secure the public or statutory obligations of the Borrower or any of its Subsidiaries, or in connection with obtaining or maintaining self-insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, appeal or customs bonds to which the Borrower or any of its Subsidiaries is a party, or in litigation or other proceedings such as, but not limited to, interpleader proceedings, and other similar pledges, Liens or deposits made or incurred in the ordinary course of business; (x) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, with respect to which the Borrower or such Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment Liens which are satisfied within 30 days of the date of judgment; or Liens incurred by the Borrower or any of its Subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Borrower or such Subsidiary is a party; (xi) Liens for taxes or assessments of governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s Liens on property held under lease; and any other Liens or charges incidental to the conduct of a Person existing the business of the Borrower or any of its Subsidiaries or the ownership of the property or assets of any of them which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Borrower, materially impair the use of such property or assets in the operation of the business of the Borrower or such Subsidiary or the value of such property or assets for the purposes of such business; or (xii) Liens not permitted by the foregoing clauses (i) to (xi), inclusive, if at the time of, and after giving effect to, the creation or assumption of such Person is merged into or consolidated Lien, the aggregate amount of all Debt of the Borrower and its Subsidiaries secured by all Liens not so permitted by the foregoing clauses (i) through (xi) above together with the Company or any Subsidiary Attributable Debt in respect of the Company or becomes a Subsidiary of the Company; provided that Sale and Lease-Back Transactions (as such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiaryterms are defined in, and such amount is calculated in accordance with, the replacement, extension or renewal Indenture) does not exceed 10% of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured therebyConsolidated Net Tangible Assets.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income), in each case to secure Debt of any Person, other than: (i) Permitted Liens; (ii) (x) the Liens securing existing on the Effective Date and described on Schedule 5.02(a) hereto and (y) other Liens existing on the Effective Date that secure Debt in an existing on the date hereof the aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), which does not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterexceed $50,000,000; (iii) Liens under any Qualified Receivables Transaction or Third-Party Vendor Financing Programs; (iv) purchase money Liens upon or in any real property, equipment, equipment or any fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company or any Material Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment or assetassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property), equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedLiens securing capital lease obligations; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens any Lien existing on any property prior to before the acquisition thereof by the Company or any Subsidiary of its Subsidiaries in the ordinary course of business or Company, and Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Material Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary; (vi) other Liens securing Debt which does not exceed (without duplication) at the time such Lien is created an aggregate principal amount of $500,000,000 outstanding, and provided that Liens permitted under this clause (vi) together with Debt permitted under Section 5.02(c)(viii) below shall not exceed (without duplication) an aggregate principal amount of $750,000,000 at any time outstanding; (vii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iv) or (v) above upon or in the same property theretofore subject thereto or thereto, provided that the replacement, extension or renewal of the Debt secured thereby shall have occurred without any (without A) increase in the amountamount thereof other than to finance fees and expenses incurred in connection with such extension, shortening the maturity renewal, refinancing or replacement, or (B) change in any direct or contingent obligor if such change would be adverse thereunder; (viii) Liens securing Debt owing to the CompanyCompany or any of its Subsidiaries; (ix) Liens that are within the general parameters customary in the industry and incurred in the ordinary course of business securing obligations under Hedge Agreements designed solely to protect the Company or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities; (x) Liens in favor of customs and revenue authorities arising in the ordinary course of business and as a matter of law to secure payment of customs duties in connection with the importation of goods; (xi) Liens consisting of any rights retained by a seller or shipper of goods in such goods prior to receipt of payment therefor during the shipment of such goods from the seller to the buyer; (xii) Liens consisting of the Debt rights of consignors of goods, whether or not perfected; (xiii) Liens in favor of lessors securing obligations (not constituting Debt) under operating leases; and (xiv) any financing statement reflecting a security interest that would otherwise be permitted hereunder secured therebyunder this Section 5.02(a).

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real propertyproperty (including, equipmentwithout limitation, fixed asset buildings and buildouts thereon) or capital asset acquired, equipment constructed, improved acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or cost of acquiring, constructing construction of such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment being acquired or asset being acquired, constructed or improvedconstructed, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, CA, Inc. Credit Agreement (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, (v) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, (vi) Liens in favor of the United States of America or any other governmental agencies or entities for amounts paid to the Borrower or any of its Subsidiaries as progress payments under government contracts entered into by it, (vii) Liens on real property, (viii) Liens on accounts receivable (including, without limitation, license receivables), or sales, conveyances, transfers or other dispositions of accounts receivables (including, without limitation, license receivables) to secure Debt for Borrowed Money in connection with or to the extent otherwise related to securitization programs not in excess of $750,000,000 in the aggregate for all such securitization programs of the Borrower and its Subsidiaries, (ix) other Liens securing Debt or other obligations or claims in an aggregate principal amount not to exceed at any time outstanding an amount equal to 5% of net tangible assets of the Company or such SubsidiaryBorrower and it Subsidiaries taken as a whole, (x) Liens on cash collateral provided under the terms of this Agreement (xi) Liens in favor of banks and other financial institutions, brokers and dealers arising in the normal course of business in connection with the acquisition and disposition of investments, cash management arrangements and other customary treasury activities of the Borrower and its Subsidiaries, and (xii) the replacement, extension or renewal of any such Lien permitted by clause (iii), (iv) or (vii) above upon or in the same property or assets theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse other than changes among Subsidiaries of the Borrower and changes from the Borrower to the Companyany of its Subsidiaries) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its ---------- Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any right of its Subsidiaries to receive income)assign accounts receivable, other than: (i) Permitted Liens;, (ii) purchase money Liens securing Debt (including Liens incurred in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplicationconnection with construction and Liens in the nature of capital leases) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, property or equipment or other fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the purchase price or construction cost of acquiring, constructing such property or improving such property, equipment or asset other fixed assets or to secure Debt incurred solely for the purpose of financing the acquisition or construction of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or or-------- ------ cover any properties of any character other than the real property, property or equipment or asset other fixed assets being acquiredacquired or any attachments, constructed replacements, improvements, additions or improvedaccessions thereto or any proceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real on accounts receivable and related property interests of the Company Borrower or any Subsidiary incurred in connection with a Permitted Receivables Facility, (v) Liens on documents of title or goods in transit securing reimbursement obligations of the Borrower or any of its Subsidiaries to secure under letters of credit or purchase contracts, (vi) other Liens securing Debt outstanding or other obligations in an aggregate principal amount not in excess to exceed 10% of $600,000,000; andthe aggregate of the Borrower's Consolidated total assets as of the end of the most recently completed fiscal quarter, (vvii) the replacement, extension or renewal of any Lien permitted by clause (ii) or (iii) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, (viii) Liens existing on property prior or assets of a Subsidiary of the Borrower to secure obligations of such Subsidiary to the acquisition thereof by Borrower or a Subsidiary of the Company or any of its Subsidiaries in the ordinary course of business or Borrower, (ix) Liens on property or assets of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such -------- merger, consolidation or acquisition investment and do not extend to any assets other assets than those of the Company Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, (x) Liens securing judgments not resulting in an Event of Default under Section 6.01(f), and the replacement, extension or renewal and (xi) Liens on insurance proceeds in favor of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse insurance companies with respect to the Company) financing of the Debt permitted hereunder secured therebyinsurance premiums.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income), in each case to secure Debt of any Person, other than: (i) Permitted Liens; (ii) (x) the Liens securing existing on the Effective Date and described on Schedule 5.02(a) hereto and (y) other Liens existing on the Effective Date that secure Debt in an existing on the date hereof the aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), which does not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterexceed $50,000,000; (iii) Liens under any Qualified Receivables Transaction or Third-Party Vendor Financing Programs, of which not more than $500,000,000, in the aggregate outstanding at any time secured by such Liens, may be treated as off the Company's Consolidated balance sheet; (iv) purchase money Liens upon or in any real property, equipment, equipment or any fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company or any Material Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment or assetassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property), equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedLiens securing capital lease obligations; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens any Lien existing on any property prior to before the acquisition thereof by the Company or any Subsidiary of its Subsidiaries in the ordinary course of business or Company, and Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Material Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary; (vi) other Liens securing Debt which, together with Debt permitted under Section 5.02(c)(viii) below, does not exceed (without duplication) at the time such Lien is created an aggregate principal amount of $750,000,000 outstanding, of which not more than $350,000,000 may secure outstanding Debt of the Company and its Material Subsidiaries that are Domestic Subsidiaries; (vii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iv) or (v) above upon or in the same property theretofore subject thereto or thereto, provided that the replacement, extension or renewal of the Debt secured thereby shall have occurred without any (without A) increase in the amountamount thereof other than to finance fees and expenses incurred in connection with such extension, shortening the maturity renewal, refinancing or replacement, or (B) change in any direct or contingent obligor if such change would be adverse thereunder; and (viii) Liens securing Debt owing to the Company) Company or any of the Debt permitted hereunder secured therebyits Subsidiaries.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company such Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or assetassets, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or assetassets) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties assets of any character other than the real property, equipment or asset assets being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties assets not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company such Borrower or any Subsidiary of the Company such Borrower or becomes a Subsidiary of the Companysuch Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with such Borrower or such Subsidiary or acquired by such Borrower or such Subsidiary, (v) (v) Liens on cash and cash equivalents securing obligations under Hedge Agreements, provided that the aggregate amount of cash and cash equivalents subject to such Liens shall not exceed $5,000,000 at any time outstanding, (vi) without duplication of clause (ii) above, Liens, if any, arising in connection with receivables securitization programs, in any aggregate principal amount not to exceed $300,000,000 at any time outstanding (for purposes of this clause (vi), the “principal amount” of a receivables securitization program shall mean the amounts invested by investors that are not Affiliates of the Company in connection with a receivables securitization program and paid to the Company or any of its Subsidiaries, as reduced by the aggregate amounts received by such Subsidiaryinvestors from the payment of receivables and applied to reduce such invested amounts), (vii) other Liens securing Debt in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, and and (viii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, Accounts, Inventory and other Collateral) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (ia) Liens created under the Loan Documents; (b) Permitted Liens; (iic) Liens existing on the date hereof and described on Schedule 6.1(c); (d) Purchase money Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred permitted under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii6.2(c)(i) Liens upon real property or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved Equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset Equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, equipment real property or assetEquipment to be subject to such Liens, or Liens existing on any such property, equipment real property or asset Equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, equipment property or asset Equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (ive) Liens upon existing real property interests of the Company arising in connection with Capitalized Leases permitted under Section 6.2(c)(ii); provided, that no such Lien shall extend to or cover any Collateral or any of its Subsidiaries assets other than the assets subject to secure Debt in an aggregate principal amount not in excess of $600,000,000; andsuch Capitalized Leases; (vf) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the The replacement, extension or renewal of any such Lien permitted by clauses (c) through (e) above upon or in the same property theretofore subject thereto or in connection with the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or any change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted LiensLiens on any property or assets of any corporation existing at the time such corporation becomes a Subsidiary provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; (ii) Liens securing Debt in an aggregate outstanding principal amounton any property or assets (including stock) existing at the time of acquisition of such property or assets by the Borrower or any of its Subsidiaries, or securing exposure under Hedge Agreements, when aggregated (without duplication) with Liens to secure the outstanding principal amount payment of all Debt incurred under Section 6.02(b)(viiior any part of the purchase price of such property or assets (including stock), not in excess at upon the acquisition of such property or assets by the Borrower or any time of 7.5% its Subsidiaries or to secure Debt incurred, assumed or guaranteed by the Borrower or any of its Subsidiaries for the purpose of financing all or any part of the Consolidated Tangible Net Worth purchase price of such property or in the case of real property, construction or improvements thereon or attaching to property substituted by the Borrower to obtain the release of a Lien on other property of the Borrower on which a Lien then exists, which Debt is incurred, assumed or guaranteed prior to, at the end time of, or within 18 months after such acquisition (or in the case of real property, completion of construction (including any improvements on an existing asset) or commencement of full operations at such property, whichever is later (which in the case of a retail store is the opening of the immediately preceding Fiscal Quarterstore for business to the public)), provided that in the case of any such acquisition, construction or improvement, the Lien shall not apply to any other property or assets theretofore owned by the Borrower or any of its Subsidiaries; (iii) Liens upon securing Debt owing by any Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower; (iv) Liens on any property or assets of a corporation existing at the time such corporation is merged into or consolidated with the Borrower or any of its Subsidiaries or at the time of a purchase, lease or other acquisition or the assets of a corporation or firm as an entirety or substantially as an entirety by the Borrower or any of its Subsidiaries provided that such Lien does not extend to any other property of the Borrower or any of its Subsidiaries; (v) Liens on any property or assets of the Borrower or any of its Subsidiaries in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any real propertyother country, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business political subdivision thereof, to secure the cost of acquiringpartial, constructing progress, advance or improving such property, equipment other payments pursuant to any contract or asset statute or to secure any Debt incurred solely or guaranteed for the purpose of financing all or any part of the acquisition purchase price (or, in the case of such real property, equipment *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. the cost of construction) of the property or assetassets subject to such Liens (including, but not limited to, Liens incurred in connection with pollution control, industrial revenue or similar financing); (vi) Liens existing on such property, equipment properties or asset at assets of the time Borrower or any of its acquisition (other than any Subsidiaries existing on the Effective Date; provided that such Liens created in contemplation of such acquisitionshall secure only those obligations which they secure on the Effective Date or any extension, construction renewal or improvement that were not incurred to finance the acquisitionreplacement thereof; (vii) any extension, construction renewal or improvement of such property, equipment replacement (or asset) or successive extensions, renewals or replacements replacements), in whole or in part, of any of Lien referred to in the foregoing for the same or a lesser amountclauses (i) to (vi), provided, however, inclusive; provided that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend be limited to all or cover any properties not theretofore subject to a part of the property or assets which secured the Lien being so extended, renewed or replacedreplaced (plus improvements and construction on real property); (ivviii) Liens upon existing real property interests of the Company imposed by law, such as mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’ warehouseman’s, vendors’, or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) other similar Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries arising in the ordinary course of business of the Borrower or any of its Subsidiaries, or governmental (federal, state or municipal) Liens arising out of contracts for the sale of products or services by the Borrower or any of its Subsidiaries, or deposits or pledges to obtain the release of any of the foregoing Liens; (ix) pledges, Liens or deposits under worker’s compensation laws or similar legislation and Liens or judgments thereunder which are not currently dischargeable, or in connection with bids, tenders, contracts (other than for the payment of money) or leases to which the Borrower or any of its Subsidiaries is a party, or to secure the public or statutory obligations of the Borrower or any of its Subsidiaries, or in connection with obtaining or maintaining self insurance or to obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters, or to secure surety, appeal or customs bonds to which the Borrower or any of its Subsidiaries is a party, or in litigation or other proceedings such as, but not limited to, interpleader proceedings, and other similar pledges, Liens or deposits made or incurred in the ordinary course of business; (x) Liens created by or resulting from any litigation or other proceeding which is being contested in good faith by appropriate proceedings, including Liens arising out of judgments or awards against the Borrower or any of its Subsidiaries, with respect to which the Borrower or such Subsidiary is in good faith prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment Liens which are satisfied within 30 days of the date of judgment; or Liens incurred by the Borrower or any of its Subsidiaries for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Borrower or such Subsidiary is a party; (xi) Liens for taxes or assessments of governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s Liens on property held under lease; and any other Liens or charges incidental to the conduct of a Person existing the business of the Borrower or any of its Subsidiaries or the ownership of the property or assets of any of them which were not incurred in connection with the borrowing of money or the obtaining of advances or credit and which do not, in the opinion of the Borrower, materially impair the use of such property or assets in the operation of the business of the Borrower or such Subsidiary or the value of such property or assets for the purposes of such business; or (xii) Liens not permitted by the foregoing clauses (i) to (xi), inclusive, if at the time of, and after giving effect to, the creation or assumption of such Person is merged into or consolidated Lien, the aggregate amount of all Debt of the Borrower and its Subsidiaries secured by all Liens not so permitted by the foregoing clauses (i) through (xi) above together with the Company or any Subsidiary Attributable Debt in respect of Sale and Lease- *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Company or becomes a Subsidiary of the Company; provided that Commission. Back Transactions (as such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiaryterms are defined in, and such amount is calculated in accordance with, the replacement, extension or renewal Indenture) does not exceed 10% of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured therebyConsolidated Net Tangible Assets.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment of any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt (including Liens arising under or from trade letters of credit issued and outstanding for the account of the Company and any of its Subsidiaries) in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii7.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter;$500,000,000; 77 (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and; (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby; and (vi) Liens securing Obligations of any Loan Party under the Loan Documents.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment (including any Liens placed on such property or equipment within 180 days after the latest of the acquisition, completion of construction or improvement of such property, equipment or asset), or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $100,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary, (v) Liens on any assets prior to the acquisition thereof by the Company or any of its Subsidiaries; provided that such Liens were not created in contemplation of such acquisition and do not extend to any assets other than those so acquired by the Company or such Subsidiary, (vi) Liens (including financing statements and undertakings to file financing statements) arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdiction in respect of equipment leases under which the Company or any of its Material Subsidiaries is the lessee; provided that any such Lien in respect of any equipment lease is limited to the equipment being leased under such lease and the proceeds thereof; (vii) Liens securing judgments in an aggregate amount not to exceed $100,000,000 at any time outstanding, (viii) other Liens securing Debt in an aggregate principal amount not to exceed $100,000,000 at any time outstanding, and and (ix) the replacement, extension or renewal of any such Lien permitted by clause (iii), (iv) or (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its ----- ---- Subsidiaries to create or suffer to exist, any Lien (including an assignment of any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, -------- however, that no such Lien shall extend to or cover any properties of ------- any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iviii) Liens upon existing real property interests of the Company Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and, less the value of real property interests sold as contemplated by Section 7.02(g)(iv) hereof, (viv) Liens existing on property prior to the acquisition thereof by the Company Borrower or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such -------- merger, consolidation or acquisition and do not extend to any other assets of the Company Borrower or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the CompanyBorrower) of the Debt permitted hereunder secured thereby, and (v) other Liens securing Debt and Hedge Agreements, provided that the aggregate amount of the Obligations secured thereby does not exceed $70,000,000 at any time outstanding.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment of any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iviii) Liens upon existing real property interests of the Company Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and, less (without duplication) the value of real property interests sold as contemplated by Section 7.02(g)(iv) hereof, (viv) Liens existing on property prior to the acquisition thereof by the Company Borrower or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company Borrower or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the CompanyBorrower) of the Debt permitted hereunder secured thereby, (v) Liens arising pursuant to the LC Facilities securing obligations in respect of letters of credit issued thereunder in an aggregate amount outstanding at any time not in excess of the maximum amount of letters of credit available to be issued under the LC Facilities on the date of this Agreement, (vi) Liens securing obligations, in an aggregate amount outstanding at any time not in excess of $400,000,000, arising under or from letters of credit issued (and outstanding) for the account of the Borrower or any of its Subsidiaries, and (vii) other Liens securing Debt and Hedge Agreements, provided that the aggregate amount of the Obligations secured thereby does not exceed $70,000,000 at any time outstanding.

Liens, Etc. Create or suffer to exist, or permit any of its Significant Subsidiaries (other than the Borrower) to create or suffer to exist, any Lien (including an assignment securing Debt on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Significant Subsidiaries to assign, any right to receive income)income to secure any Debt, other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Sears or any such Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, provided that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved (except that Liens incurred in connection with the construction or improvement of real property may extend to additional real property immediately contiguous to such property being constructed or improved, ) and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, provided further that the aggregate principal amount of the indebtedness secured by the Liens referred to in this clause (ii) shall not exceed $200,000,000 at any time outstanding, (iii) the Liens existing on the Effective Date and described on Schedule 11(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Sears or any Subsidiary of the Company Sears or becomes a Subsidiary of the CompanySears; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Company Person so merged into or consolidated with Sears or such Subsidiary or acquired by Sears or such Subsidiary, and , (v) capitalized leases, (vi) Liens granted by Sears or any of its Subsidiaries in favor of Sears or any of its wholly-owned Subsidiaries, (vii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iii) or (iv) above upon or in the same property theretofore subject thereto (and in 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, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured thereby, (viii) to the extent any Liens permitted by clause (iii) above are terminated (and not replaced, extended or renewed in accordance with clause (vii) above), Liens not otherwise permitted by clause (vi) above securing Debt in an amount equal to the amount of Debt secured by such terminated Liens, and (ix) other Liens securing Debt in an aggregate principal amount not to exceed at any time outstanding $1,120,000,000.

Liens, Etc. Create or suffer to exist, exist any Lien on or permit with respect to any of its Subsidiaries properties, whether now owned or hereafter acquired, or on any of the income or profits therefrom unless it shall have made effective provision whereby the Advances shall be secured by such Lien equally and ratably with any and all obligations and Debt so secured so long as such obligations and Debt are so secured; provided that nothing in this Section 5.02 shall be construed to create prevent or suffer to exist, any Lien (including an assignment of any right to receive income), other thanrestrict the following: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (or conditional sales or other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred similar title retention agreements with respect to finance the acquisition, construction or improvement of such property, equipment or asset) property hereafter acquired or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment being acquired and any improvements thereto or asset being acquired, constructed or improvedproceeds thereof, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person becomes a Subsidiary of the Borrower or any other Subsidiary of the Borrower or is merged into or consolidated with the Company Borrower or any Subsidiary of the Company or becomes a Subsidiary of the CompanyBorrower; provided that (A) to the extent such Liens were not created in contemplation at a time when such Person was a Subsidiary or an Affiliate of the Borrower, such Liens attach solely to the properties or assets subject to such Liens immediately prior to such merger, consolidation or acquisition and do (B) any such Liens that were created during the period immediately prior to such merger, consolidation or acquisition were not extend to any other assets created in contemplation of the Company merger, consolidation or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured therebyacquisition.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its property or assets of any right to receive incomecharacter (including, without limitation, accounts), other thanwhether now owned or hereafter acquired, or sign or file or authorize, or permit any of its Subsidiaries to sign or file or authorize, under the Uniform Commercial Code or any similar Requirements of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names Holdings or any of its Subsidiaries as debtor, or sign or authorize, or permit any of its Subsidiaries to sign or authorize, any security agreement authorizing any secured party thereunder to file any such financing statement (or the equivalent thereof), excluding, however, from the operation of the foregoing restrictions: (ia) Liens created under the Loan Documents; (b) Permitted Liens; (iic) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with existing on the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal QuarterClosing Date and described on Schedule 7.01 hereto; (iiid) (i) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business its Subsidiaries to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset or to secure Debt Indebtedness incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, real property or equipment or assetto be subject to such Liens, or Liens existing on any such property, real property or equipment or asset at the time of its acquisition or the completion of its construction or improvement (other than any such Liens created in contemplation of such acquisition, construction or improvement that were do not incurred to finance secure the acquisition, construction or improvement purchase price of such property, equipment real property or assetequipment) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, and (ii) Liens arising in connection with Capitalized Leases; provided, however, that (A) no such Lien under this subclause (d) shall extend to or cover any property or assets other than the real property or equipment being so acquired, constructed or improved and the products and proceeds thereof, (B) such Liens attach concurrently or within 120 days after the acquisition, repair, replacement or improvement (as applicable) of the property subject to such Liens and (C) any Indebtedness secured by such Liens shall otherwise be permitted under Section 7.02(b)(iii); (e) Liens upon any of the property and assets (other than any Equity Interests in any Person) existing at the time such property or asset is purchased or otherwise acquired by the Borrower or any of its Subsidiaries; provided that any such Lien was not created in contemplation of such purchase or other acquisition and does not extend to or cover any property or assets other than the property or asset being so purchased or otherwise acquired and the products and proceeds thereof; and provided further that any Indebtedness or other Obligations secured by such Liens shall otherwise be permitted under Section 7.02; (f) Liens upon any of the property and assets (other than any Equity Interests in any Person) of a Person and its Subsidiaries existing at the time such Person is merged into or consolidated with any of the Subsidiaries of the Borrower, or otherwise becomes a Subsidiary of the Borrower, in accordance with the terms of the Loan Documents; provided that any such Lien was not created in contemplation of such merger, consolidation or acquisition and does not extend to or cover any property or assets other than property and assets and the products and proceeds thereof of the Person and its Subsidiaries being so merged into or consolidated with the applicable Subsidiary of the Borrower or being acquired by the Borrower or its applicable Subsidiary, as the case may be; and provided further that any Indebtedness or other Obligations secured by such Lien shall otherwise be permitted under Section 7.02; (g) deposits made, and letters of credit issued, to secure the performance of Operating Leases of the Borrower and its Subsidiaries in the ordinary course of business; provided that no such Lien shall extend to or cover any properties property or assets other than such deposit or such letter of credit and the property and assets subject to such Operating Lease, as applicable; (h) Liens arising solely from precautionary filings of financing statements under the Uniform Commercial Code of the applicable jurisdictions in respect of Operating Leases entered into by the Borrower or any of its Subsidiaries in the ordinary course; (i) Liens upon any of the property and assets of the Foreign Subsidiaries to secure Indebtedness otherwise permitted under Section 7.02(b)(vi); (j) Liens not otherwise permitted under this Section 7.01 securing obligations of the Borrower and its Subsidiaries in an aggregate amount not to exceed $30,000,000 at any time outstanding; (k) the modification, replacement, extension or renewal of any character other than Lien otherwise permitted to be created or to exist under clauses (c), (e), (f) and (j) of this Section 7.01 upon or in the real property, equipment or asset being acquired, constructed or improved, same property and assets theretofore subject thereto; provided that no such extension, renewal or replacement shall extend to or cover any properties property or assets not theretofore subject to the Lien being extended, renewed or replaced; replaced and shall not secure any additional Indebtedness or other Obligations other than (ivA) after acquired property that is affixed or incorporated into the property covered by such Lien and (B) the proceeds and products thereof; and provided further that any Indebtedness secured by such Liens upon existing real property interests shall otherwise be permitted under the terms of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000Loan Documents; and (vl) Liens existing on property prior deposits made, and letters of credit issued, to secure the acquisition thereof by performance of trade contracts of the Company or any of Borrower and its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity or change in any direct or contingent obligor if such change would be adverse to the Company) of the Debt permitted hereunder secured therebybusiness.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired (including an assignment of any right to receive incomeother than Unrestricted Margin Stock), other than: (i) Permitted Liens;, (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) purchase money Liens upon or in any real property, equipment, fixed asset property or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing such property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment property or assetequipment, or Liens existing on such property, property or equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced;, (iii) the Liens existing on the Effective Date and described on Schedule 5.02(a) hereto, (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company Borrower or any Subsidiary of the Company Borrower or becomes a Subsidiary of the CompanyBorrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Company Person so merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary, (v) Liens arising in connection with capital lease obligations; provided, however, that no such Lien shall extend to or cover any property or assets other than the property and assets subject to such capital lease obligations, (vi) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided that no such Lien shall extend to or cover any property or assets other than the securities subject thereto, (vii) Liens on accounts or notes receivable (whether such accounts or notes receivable constitute accounts, instruments, chattel paper or general intangibles) and other related assets, and sales or discounts on the foregoing, arising solely in connection with the securitization thereof (whether in one transaction or in a series of transactions); provided that no such Lien shall extend to or cover any property or assets other than the receivables and related assets subject to such securitization, (viii) Liens on Invested Assets pursuant to trust, letter of credit or other security arrangements in connection with Reinsurance Agreements or Primary Policies; (ix) other Liens securing Debt and other obligations in an aggregate principal amount, which, together with, without duplication, all other Liens permitted by clauses (iv) through (viii) above and this clause (ix), secures Debt and other obligations in an aggregate principal amount at the time such Debt or other obligations are incurred not to exceed 15% of the Net Worth of the Borrower and its Subsidiaries on a consolidated basis as of the last day of the immediately preceding fiscal period for which financial statements have been delivered, (x) the replacement, extension or renewal of any such Lien permitted by clause (iii) or (iv) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby, and (xi) any Lien on any asset of St. Xxxx Fire securing a reimbursement obligation arising from the issuance of a letter of credit for the account of St. Xxxx Fire (or one of its Affiliates) in the ordinary course of business.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, accounts receivable, Inventory and other Collateral) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any jurisdiction, a financing statement that names any Borrower or any of their Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (ia) Liens created under the Loan Documents; (b) Permitted Liens; (iic) Liens existing on the date hereof and described on Schedule 6.1(c); (d) Purchase money Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred permitted under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii6.2(c)(i) Liens upon real property or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved Equipment acquired or held by the Company any Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset Equipment or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, equipment real property or assetEquipment to be subject to such Liens, or Liens existing on any such property, equipment real property or asset Equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, equipment property or asset Equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (ive) Liens upon existing real property interests of the Company arising in connection with Capitalized Leases permitted under Section 6.2(c)(i) or true operating leases; provided, that no such Lien shall extend to or cover any Collateral or any of its Subsidiaries assets other than the assets subject to secure Debt in an aggregate principal amount not in excess of $600,000,000such Capitalized Leases or operating leases, as the case may be; (i) Liens created under the Radio Spirits Subordinated Security Agreement; and (vxx) Liens existing Xxxns on property prior the same assets as described under clause (f)(i) granted to secure the Senior Subordinated Debt but only on terms and conditions satisfactory to the acquisition thereof by the Company or any of its Subsidiaries Administrative Agent as acknowledged in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Companywriting; provided that said Liens shall in any event be co-terminous with the Liens referred to in clause (f)(i) above and the holder of such Liens were not created shall have no rights to vote as a secured creditor in contemplation of such merger, consolidation or acquisition and do not extend to any other assets proceeding of the Company or such Subsidiary, and the type described in Section 9.6. (g) The replacement, extension or renewal of any such Lien permitted by clauses (a) through (f) above upon or in the same property theretofore subject thereto or in connection with the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or any change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create or suffer to exist, or permit any of its Material Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Material Subsidiaries to assign, any right to receive income), in each case to secure Debt of any Person, other than: (i) Permitted Liens; (ii) (x) the Liens securing existing on the Effective Date and described on Schedule 5.02(a) hereto and (y) other Liens existing on the Effective Date that secure Debt in an existing on the date hereof the aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), which does not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarterexceed $50,000,000; (iii) Liens under any Qualified Receivables Transaction or Third-Party Vendor Financing Programs, of which not more than $500,000,000, in the aggregate outstanding at any time secured by such Liens, may be treated as off the Company’s Consolidated balance sheet; (iv) purchase money Liens upon or in any real property, equipment, equipment or any fixed asset or capital asset acquired, constructed, improved assets acquired or held by the Company or any Material Subsidiary in the ordinary course of business to secure the cost purchase price of acquiring, constructing or improving such property, equipment or asset assets or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of such property, equipment or assetassets, in each case created within 180 days of any such acquisition or the completion of such construction or improvement, or Liens existing on such property, equipment or asset assets at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement acquisition that were not incurred to finance the acquisition, construction or improvement acquisition of such property), equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replacedLiens securing capital lease obligations; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens any Lien existing on any property prior to before the acquisition thereof by the Company or any Subsidiary of its Subsidiaries in the ordinary course of business or Company, and Liens on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Material Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other assets than those of the Person so merged into or consolidated with the Company or such Subsidiary or acquired by the Company or such Subsidiary; (vi) other Liens securing Debt which, together with Debt permitted under Section 5.02(c)(viii) below, does not exceed (without duplication) at the time such Lien is created an aggregate principal amount of $750,000,000 outstanding, of which not more than $350,000,000 may secure outstanding Debt of the Company and its Material Subsidiaries that are Domestic Subsidiaries; (vii) the replacement, extension or renewal of any such Lien permitted by clause (ii), (iv) or (v) above upon or in the same property theretofore subject thereto or thereto, provided that the replacement, extension or renewal of the Debt secured thereby shall have occurred without any (without A) increase in the amountamount thereof other than to finance fees and expenses incurred in connection with such extension, shortening the maturity renewal, refinancing or replacement, or (B) change in any direct or contingent obligor if such change would be adverse thereunder; and (viii) Liens securing Debt owing to the Company) Company or any of the Debt permitted hereunder secured therebyits Subsidiaries.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any character (including, without limitation, accounts, inventory and other Collateral) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code or any other statute of any jurisdiction, a financing statement that names the Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file any such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income), other thanexcluding, however, from the operation of the foregoing restrictions the following: (ia) Liens created under the Loan Documents; (b) Permitted Liens; (iic) Liens existing on the Closing Date and described on Schedule 8.01(c); (d) Purchase money Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred permitted under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii8.02(c)(i) Liens upon real property or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved equipment acquired or held by the Company Borrower or any Subsidiary of its Subsidiaries in the ordinary course of business to secure the cost purchase price of acquiring, constructing such real property or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property, real property or equipment or assetto be subject to such Liens, or Liens existing on any such property, real property or equipment or asset at the time of its acquisition (whether in a stock or asset transaction) (other than any such Liens created in contemplation of such acquisitionacquisition that do not secure the purchase price), construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, ; provided, however, that no such Lien shall extend to or cover any properties of any character property other than the real property, property or equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties property not theretofore subject to the Lien being extended, renewed or replaced; (ive) Liens upon existing real arising in connection with Capitalized Leases permitted under Section 8.02(c)(i); provided, that no such Lien shall extend to or cover any Collateral or any assets other than the assets subject to such Capitalized Leases; (f) Liens securing Debt permitted under Section 8.02(c)(i) on property interests or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Subsidiary of the Company Borrower in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition, provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; andSubsidiaries; (vg) Liens existing on property prior arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 9.01(g); (h) Licenses, leases or subleases granted to the acquisition thereof by the Company or any of its Subsidiaries third Persons in the ordinary course of business not interfering in any material respect with the business of the Borrower or any of its Subsidiaries; (i) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases not constituting Debt or consignments; (j) Liens on property insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (k) Liens consisting of rights of set-off of a Person existing at customary nature or bankers' liens on amounts on deposit, whether arising by contract or operation of law, incurred in the time ordinary course of business so long as such Person is merged into or consolidated with deposits are not intended to be collateral for any obligation; (l) Liens incurred in the Company ordinary course of business of the Borrower or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided Borrower with respect to obligations (other than for Debt for borrowed money) that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend exceed $10,000,000 at any one time outstanding; (m) Liens incurred by the Insurance Subsidiary in favor of a fronting professional liability insurance carrier to any other assets of secure the Company or such Insurance Subsidiary, 's obligations to pay professional liability insurance claims and the expense on a "claims reported" basis; and (n) The replacement, extension or renewal of any such Lien permitted by clauses (b) through (m) above upon or in the same property theretofore subject thereto or in connection with the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or any change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder secured thereby.

Liens, Etc. Create (i) Create, incur, assume or suffer to exist, or permit its parent company and any of its Subsidiaries to create create, incur, assume or suffer to exist, any Lien (including an assignment on or with respect to any of its properties of any right to receive income), character whether now owned or hereafter acquired other than: (iA) Permitted Liens; (iiB) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated Indebtedness permitted by Sections 6.2 (without duplicationb) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii(F), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter(G) and (H); (iiiC) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such property, equipment or asset at the time of its acquisition (other than any such Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien permitted by clauses (A) and (B) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt permitted hereunder indebtedness secured thereby; or (D) [Intentionally Deleted.] (ii) Incur any mortgage, security interest, pledge or lien ("Mortgage") upon any Principal Property, or shares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by the Borrower, its parent company or any Restricted Subsidiary other than: (a) Mortgages on any Principal Property existing at the time of the acquisition thereof or arising at the time of acquisition, construction or improvement, or within one hundred twenty (120) days thereafter, to secure the purchase price thereof or to secure the cost of construction or improvement of such Principal Property provided that in the case of construction or improvement the Mortgage shall not apply to any property theretofore owned by the Borrower, its parent company or any Restricted Subsidiary except substantially unimproved real property on which the property so constructed or the improvement is located; (b) Mortgages on property of a corporation existing at the time such corporation is merged or consolidated with the Borrower, its parent company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) substantially as an entirety to the Borrower or a Restricted Subsidiary; (c) Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary; (d) Mortgages securing indebtedness of Borrower's parent company or a Restricted Subsidiary to the Borrower; (e) Mortgages in favor of the United States of America or any State thereof, or any department, agency, instrumentality or political subdivision of any such jurisdiction to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Mortgages; (f) Mortgages representing the extension, renewal or replacement of Mortgages existing on the date of the Mortgages referred to in the foregoing clauses (a) through (e); and (g) Mortgages imposed by law and similar Mortgages.

Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien (including an assignment on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income), other than: (i) Permitted Liens; (ii) Liens securing Debt in an aggregate outstanding principal amount, or securing exposure under Hedge Agreements, when aggregated (without duplication) with the outstanding principal amount of all Debt incurred under Section 6.02(b)(viii), not in excess at any time of 7.5% of the Consolidated Tangible Net Worth at the end of the immediately preceding Fiscal Quarter; (iii) Liens upon or in any real property, equipment, fixed asset or capital asset acquired, constructed, improved or held by the Company or any Subsidiary in the ordinary course of business to secure the cost of acquiring, constructing or improving such property, equipment or asset or to secure Debt incurred solely for the purpose of financing the acquisition of such property, equipment or asset, or Liens existing on such propertythe date hereof (“Existing Liens”), equipment and Liens replacing, extending or asset at the time of its acquisition (other than renewing any such Existing Liens created in contemplation of such acquisition, construction or improvement that were not incurred to finance the acquisition, construction or improvement of such property, equipment or asset) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property, equipment or asset being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; (iv) Liens upon existing real property interests of the Company or any of its Subsidiaries to secure Debt in an aggregate principal amount not in excess of $600,000,000; and (v) Liens existing on property prior to the acquisition thereof by the Company or any of its Subsidiaries in the ordinary course of business or on property of a Person existing at the time such Person is merged into or consolidated with the Company or any Subsidiary of the Company or becomes a Subsidiary of the Company; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any other assets of the Company or such Subsidiary, and the replacement, extension or renewal of any such Lien upon or in the same property theretofore subject thereto to such Existing Lien or the replacement, extension or renewal (without increase in the amount, shortening the maturity amount or change in any direct or contingent obligor if such change would be adverse to the Companyobligor) of the Debt secured by such Existing Lien; (ii) Permitted Liens; (iii) Liens securing Debt and other Obligations that are not otherwise permitted hereunder to be secured therebypursuant to this Section 5.02(a) and Attributable Debt; provided, that the value of the aggregate assets of the Reporting Group encumbered by all such Liens shall not exceed 10% of the Consolidated Tangible Assets of the Reporting Group; (iv) Liens on the assets of Content Special Purpose Vehicles securing Debt incurred for the purpose of effecting Permitted Content Financings; (v) Liens created in favor of (x) a producer or supplier of Content or (y) any other Person in connection with the financing of the production, distribution, acquisition, marketing, licensing, syndication, publication, transmission and/or other exploitation of Content, in each case above on or with respect to distribution revenues and/or distribution rights which arise from or are attributable to such Content; (vi) Liens under construction, performance and similar bonding arrangements entered into in the ordinary course of business; (vii) Liens on property purchased after the date of this Agreement; provided, that (A) any such Lien (x) is created solely for the purpose of securing Debt incurred to finance the cost (including the cost of construction) of the item of property subject thereto and such Lien is created prior to, at the time of, or within 270 days after the later of, the acquisition, the completion of construction or the commencement of the full operation of such property, or for the purpose of securing Debt incurred to refinance any Debt previously so secured or (y) existed on such property at the time of its acquisition (other than Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property), (B) the principal amount of Debt secured by any Lien described in clause (A)(x) above does not exceed 100% of such cost and (C) such Lien does not extend to or cover any other property other than such item or property and any improvements on such item; (viii) in the case of a Person becoming a member of the Reporting Group after the date of this Agreement, any Lien with respect to the assets of such Person at the time it became a member of the Reporting Group; provided, that such Lien is not created in contemplation of, or in connection with, such Person becoming a member of the Reporting Group; (ix) Liens on accounts receivable in connection with any financing that would not cause the Reporting Group to be in violation of Section 5.03 (x) Liens created by Loan Parties in favor of other Loan Parties or Liens created by members of the Reporting Group that are not Loan Parties in favor of other members of the Reporting Group; (xi) Liens arising in connection with repurchase agreements, reverse purchase agreements and other similar agreements for the purchase, sale or loan of securities, in each case in the ordinary course of business; provided, that no such Lien shall extend to or cover any property or assets other than the securities subject thereto; (xii) Liens attaching to deposits in connection with any letter of intent, purchase agreement or similar agreement in connection with acquisitions; (xiii) any interest or title of a lessor or lessee under any lease (other than finance leases) entered in the ordinary course of business and covering only the asset so leased, to the extent that the same would constitute a Lien; (xiv) any extensions, renewals or replacements of any of the Liens referred to in the foregoing clauses (iv), (vii) and (viii); provided, that such extensions, renewals or replacements are limited to all or part of the property securing the original Lien or any replacement of such property; and (xv) Liens arising from attachments or judgments, orders or decrees for the payment of money not constituting an Event of Default.