Common use of Liens, Etc Clause in Contracts

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Mondelēz or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Mondelēz or any Major Subsidiary; (ix) precautionary Liens provided by PMI Mondelēz or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Mondelēz or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Mondelēz or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Altria or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Xxxxxx Xxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (x) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock“margin stock” as that term is defined in Regulation U; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of PMCC Europe GmbH, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of PMI and its Major Subsidiaries; (x) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any Major Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lien, security interest Borrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or other charge or encumbrance (other than operating leases and licensed intellectual property)any Domestic Subsidiary, or any other type shares of preferential arrangement (“Liens”), upon stock or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Borrowed Debt of any PersonDomestic Subsidiary, without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other thanBorrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt plus the aggregate amount of all Attributable Debt of the Borrower and the Domestic Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 15% of Consolidated Net Assets; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), Borrowed Debt secured by: (i) Liens upon on property of, or in property acquired on any shares of stock or held by it or Borrowed Debt of, any Major Subsidiary in Person existing at the ordinary course of business to secure the purchase price of time such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyPerson becomes a Domestic Subsidiary; (ii) Liens existing on property at in favor of the time of its acquisition (other than Borrower or any such Lien created in contemplation of such acquisition)Domestic Subsidiary; (iii) Liens existing on property of the date hereof securing DebtBorrower or a Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) Liens on property financed property, shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the issuance payment of industrial revenue bonds in favor all or any part of the holders purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such bonds property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any agent part of the purchase price or trustee thereforconstruction or improvement cost thereof; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiarythe Closing Date; (vi) Liens securing Debt incurred in an aggregate amount not in excess of 15% of Consolidated Tangible Assets;connection with pollution control, industrial revenue or similar financing; and (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of the foregoingany Borrowed Debt secured by any Lien referred to in subclauses (i) through (vi) of this Section 5.02(a); provided, provided that (A) such extension renewal or replacement Lien does not extend shall be limited to any additional assets all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (other than a substitution of like assets), plus improvements on such property) and (B) the amount of Borrowed Debt secured by any such Lien at such time is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock“margin stock” as that term is defined in Regulation U; (viii) Liens in favor of PMI Kraft or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any Major Subsidiary member of the Consolidated Group to create incur, issue, assume or suffer to existguaranty, at any time, any lienBorrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or any member of the Consolidated Group, security interest or other charge any shares of stock or encumbrance Borrowed Debt of any member of the Consolidated Group (other than operating leases and licensed intellectual propertyUnrestricted Margin Stock), or without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other type Borrowed Debt of preferential arrangement the Borrower or such member of the Consolidated Group existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (“Liens”or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Borrowed Debt of any Person, other thansecured by: (i) Liens upon on property of, or in property acquired on any shares of stock or held by it or Borrowed Debt of, any Major Subsidiary in Person existing at the ordinary course time such Person becomes a member of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyConsolidated Group; (ii) Liens existing on property at in favor of any member of the time of its acquisition (other than any such Lien created in contemplation of such acquisition)Consolidated Group; (iii) Liens existing on property of a member of the date hereof securing DebtConsolidated Group in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) Liens on property financed (including that of Shire and its Subsidiaries), shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the issuance payment of industrial revenue bonds in favor all or any part of the holders purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such bonds property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any agent part of the purchase price or trustee thereforconstruction or improvement cost thereof; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiarythe Effective Date; (vi) Liens securing Debt incurred in an aggregate amount not in excess of 15% of Consolidated Tangible Assetsconnection with pollution control, industrial revenue or similar financing; (vii) Liens upon survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to Margin Stock;the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any member of the Consolidated Group; and (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing(or successive extensions, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assetsrenewals or replacements), and (B) the amount as a whole or in part, of any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vi) of this Section 5.02(a); provided, that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Borrowed Debt secured by such Lien at such time is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Mondelēz International or any Major SubsidiarySubsidiary (other than any such Liens created in contemplation of such acquisition); (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Mondelēz International or any Major Subsidiary; (ix) precautionary Liens provided by PMI Mondelēz International or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Mondelēz International or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Mondelēz International or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoingLiens referred to in clause (i), (ii), (iii), (iv) or (v) above, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), ) and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft Foods Group or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Kraft Foods Group or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft Foods Group or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft Foods Group or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft Foods Group or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock“margin stock” as that term is defined in Regulation U; (viii) Liens in favor of PMI Altria or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Xxxxxx Xxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (x) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock“margin stock” as that term is defined in Regulation U; (viii) Liens in favor of PMI Altria or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Pxxxxx Mxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (x) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft Foods Global or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Kraft Foods Global or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft Foods Global or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft Foods Global or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft Foods Global or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI the Borrower or any Major SubsidiarySubsidiary (other than any such Liens created in contemplation of such acquisition); (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI the Borrower or any Major Subsidiary; (ix) precautionary Liens provided by PMI the Borrower or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI the Borrower or such Major Subsidiary which transaction is determined by the Board of Directors of PMI the Borrower or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoingLiens referred to in clause (i), (ii), (iii), (iv) or (v) above, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), ) and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: : (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; ; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); ; (iii) Liens existing on the date hereof securing Debt; ; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; ; (v) Liens existing on property of any Person acquired by PMI Mondelēz International or any Major Subsidiary; Subsidiary (other than any such Liens created in contemplation of such acquisition); (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; ; (vii) Liens upon or with respect to Margin Stock; ; (viii) Liens in favor of PMI Mondelēz International or any Major Subsidiary; ; (ix) precautionary Liens provided by PMI Mondelēz International or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Mondelēz International or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Mondelēz International or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or and (x) any extension, renewal or replacement of the foregoingLiens referred to in clause (i), (ii), (iii), (iv) or (v) above, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), ) and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest interest, conditional sale or other title retention agreement or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement ) (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case acquired to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Xxxxx Xxxxx, the Parent Borrower or any Major SubsidiarySubsidiary after the date hereof (other than any such Lien created in contemplation of such acquisition); (vi) Liens securing Debt in an aggregate amount not in excess of 15the greater of (A) 10% of Consolidated Tangible AssetsAssets and (B) 10% of Consolidated Capitalization; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary; (ix) precautionary Liens provided by PMI Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Xxxxx Xxxxx, the Parent Borrower or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Xxxxx Xxxxx, the Parent Borrower or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or; (x) Liens secured in the favor of a U.S. federal, state or municipal governmental entity entered into for the purposes of reducing certain tax liabilities of Xxxxx Xxxxx or its Subsidiaries, provided that Xxxxx Xxxxx or such Subsidiary may upon not more than 120 days’ notice obtain title from such governmental entity to such property free and clear of any Liens (other than Liens permitted by this Section 5.02(a)) by paying a nominal fee or the amount of any taxes (or any portion thereof) that would have otherwise been due and payable had such transaction not been terminated, by canceling issued bonds, if any, or otherwise terminating or unwinding such transaction; (xi) Liens for taxes, fees, assessments or other governmental charges, levies or claims not yet due or which are not delinquent beyond any period of grace or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (xii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, supplier’s or other like Liens arising in the ordinary course of business; (xiii) pledges, deposits or other Liens in the ordinary course of business in connection with workers’ compensation, payroll taxes, unemployment insurance and other social security legislation; (xiv) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Debt), statutory or regulatory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business; (xv) easements, rights-of-way, restrictions, covenants, conditions, encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which do not in any case materially interfere with the ordinary conduct of the business of the applicable Person; (xvi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(f); (xvii) Liens (A) of a collection bank (including those arising under Section 4-210 of the Uniform Commercial Code) on the items in the course of collection and (B) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and which are within the general parameters customary in the banking industry; (xviii) Liens arising under repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions; (xix) Liens arising from leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which (A) would not reasonably be expected to materially adversely affect the financial position or results of operations of Xxxxx Xxxxx and its Subsidiaries taken as a whole and (B) do not secure any Debt; (xx) Liens solely on deposits, advances, contractual payments, including implementation allowances or escrows to or with landlords, customers or clients or in connection with insurance arrangement in the ordinary course of business; (xxi) pledges, deposits and other Liens in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance; (xxii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (xxiii) any interest or title of a lessor or sublessor under leases or subleases entered into by Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary in the ordinary course of business (other than pursuant to any sale and leaseback transaction); (xxiv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary in the ordinary course of business; (xxv) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial institutions not given in connection with the incurrence of Debt, (ii) relating to pooled deposit or sweep accounts of Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Xxxxx Xxxxx, the Parent Borrower or such Major Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary in the ordinary course of business; (xxvi) Liens arising from precautionary Uniform Commercial Code financing statement filings; (xxvii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xxviii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Xxxxx Xxxxx, the Parent Borrower or any Major Subsidiary; (xxix) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods; and (xxx) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), ) and (B) the amount of Debt secured by any such Lien is not increasedincreased (and, in the case of any extension, renewal or replacement of a Lien permitted under Section 5.02(a)(vi), the amount of such Debt shall be included in the calculation of the aggregate amount of Debt for purposes of such Section).

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any Major Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lienBorrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or any Domestic Subsidiary, security interest or other charge any shares of stock or encumbrance Borrowed Debt of any Domestic Subsidiary (other than operating leases and licensed intellectual propertyMargin Stock), or without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other type Borrowed Debt of preferential arrangement the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (“Liens”or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Borrowed Debt of any Person, other thansecured by: (i) Liens upon on property of, or in property acquired on any shares of stock or held by it or Borrowed Debt of, any Major Subsidiary in Person existing at the ordinary course of business to secure the purchase price of time such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyPerson becomes a Domestic Subsidiary; (ii) Liens existing on property at in favor of the time of its acquisition (other than Borrower or any such Lien created in contemplation of such acquisition)Domestic Subsidiary; (iii) Liens existing on property of the date hereof securing DebtBorrower or any Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) Liens on property financed property, shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the issuance payment of industrial revenue bonds in favor all or any part of the holders purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such bonds property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any agent part of the purchase price or trustee thereforconstruction or improvement cost thereof; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiarythe Effective Date; (vi) Liens securing Debt incurred in an aggregate amount not in excess of 15% of Consolidated Tangible Assetsconnection with pollution control, industrial revenue or similar financing; (vii) Liens upon survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to Margin Stock;the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Domestic Subsidiary; and (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing(or successive extensions, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assetsrenewals or replacements), and (B) the amount as a whole or in part, of any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vii) of this Section 5.02(a); provided, that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Borrowed Debt secured by such Lien at such time is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary of its Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon Lien on or with respect to any of its propertiesproperties of the Borrowers or any Subsidiaries, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary of its Subsidiaries to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens pursuant to any Loan Document or otherwise securing any Obligation (including in respect of Cash Collateral), (ii) Permitted Liens, (iii) purchase money Liens (including leases treated as security interests) upon or in any real property or equipment acquired or held by it any Borrower or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such property; (ii) property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Lien Liens created in contemplation of such acquisition);acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, (iiiiv) the Liens existing on the date hereof securing Debt; (ivEffective Date and described on Schedule 5.02(a) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor;hereto, (v) Liens existing on property of a Person existing at the time such Person is merged into or consolidated with any Borrower or any Subsidiary of such Borrower or becomes a Subsidiary of such Borrower; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Borrower or such Subsidiary or acquired by PMI such Borrower or any Major such Subsidiary;, (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assetsthe type permitted under Section 5.02(b)(vii); (vii) Liens upon incurred in respect of judgments and awards discharged within 30 days from the making thereof or with respect to Margin Stock;under review in an appropriate forum so long as enforcement thereof is effectively stayed, (viii) Liens incurred in favor respect of PMI rental or any Major Subsidiary;security deposits, (ix) precautionary Liens provided the replacement, extension or renewal of any Lien permitted by PMI clause (iii) or any Major Subsidiary in connection with the sale, assignment, transfer (iv) above upon or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orsame property theretofore subject thereto or the replacement, extension or renewal (without increase in the amount or change in any direct or contingent obligor) of the Debt secured thereby, and (x) Liens not contemplated by the above provisions securing Debt in an aggregate principal amount not to exceed $50,000,000 at any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increasedtime outstanding.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Altria or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Xxxxxx Xxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (x) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary Subsidiary, which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Mondelēz International or any Major SubsidiarySubsidiary (other than any such Liens created in contemplation of such acquisition); (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin StockXxxxxx Xxxxx; (viii) Liens in favor of PMI Mondelēz International or any Major Subsidiary; (ix) precautionary Liens provided by PMI Mondelēz International or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Mondelēz International or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Mondelēz International or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoingLiens referred to in clause (i), (ii), (iii), (iv) or (v) above, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), ) and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any Major Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lienBorrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or any Domestic Subsidiary, security interest or other charge any shares of stock or encumbrance Borrowed Debt of any Domestic Subsidiary (other than operating leases and licensed intellectual propertyUnrestricted Margin Stock), or without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other type Borrowed Debt of preferential arrangement the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (“Liens”or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Borrowed Debt of any Person, other thansecured by: (i) Liens upon on property of, or in property acquired on any shares of stock or held by it or Borrowed Debt of, any Major Subsidiary in Person existing at the ordinary course of business to secure the purchase price of time such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyPerson becomes a Domestic Subsidiary; (ii) Liens existing on property at in favor of the time of its acquisition (other than Borrower or any such Lien created in contemplation of such acquisition)Domestic Subsidiary; (iii) Liens existing on property of the date hereof securing DebtBorrower or any Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) Liens on property financed property, shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the issuance payment of industrial revenue bonds in favor all or any part of the holders purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such bonds property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any agent part of the purchase price or trustee thereforconstruction or improvement cost thereof; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiarythe Effective Date; (vi) Liens securing Debt incurred in an aggregate amount not in excess of 15% of Consolidated Tangible Assetsconnection with pollution control, industrial revenue or similar financing; (vii) Liens upon survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to Margin Stock;the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Domestic Subsidiary; and (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing(or successive extensions, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assetsrenewals or replacements), and (B) the amount as a whole or in part, of any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vi) of this Section 5.02(a); provided, that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Borrowed Debt secured by such Lien at such time is not increased.

Liens, Etc. Create The Borrower will not create, incur, assume or suffer to exist, or permit any Major Subsidiary to create create, incur, assume or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property)Lien, or enter into any agreement with any other type of preferential arrangement (“Liens”)Person not to create any Lien, upon on or with respect to any of its properties, properties of any character (including accounts receivable) whether now owned or hereafter acquired, or sign or file, or permit any Subsidiary to sign or file, under the Uniform Commercial Code of any jurisdiction, a financing statement that names the Borrower or any Subsidiary as debtor (except in connection with true leases), or sign, or permit any Subsidiary to sign, any security agreement authorizing any secured party thereunder to file such a financing statement (except in connection with true leases), or assign, or permit any Major Subsidiary to assign, any right to receive incomeaccounts, in each case to secure or provide for excluding, however, from the payment operation of any Debt of any Person, other thanthe foregoing restrictions the following: (ia) Liens upon or in created by the Security Documents; (b) Permitted Liens; (c) Liens securing obligations of such Person as lessee under Capital Leases permitted by Section 6.02(f); and (d) purchase-money Liens on property acquired or held by it the Borrower or any Major Subsidiary in the ordinary course of business business, to secure the purchase price of such property or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such property; (ii) property to be subject to such Liens, or Liens existing on any such property at the time of its acquisition thereof, or renewals or refinancings of any of the foregoing Liens for the same or a lesser amount; provided, however, that (i) no such Lien may extend to or cover any property other than the property being acquired, (ii) no such renewal or refinancing may extend to or cover any such property not previously subject to the Lien created in contemplation of such acquisition); being renewed or refinanced and (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the principal amount of Debt at any time outstanding secured by any such Lien is Liens may not increasedexceed the amount permitted by Section 6.02(g).

Liens, Etc. Create (1) Create, incur, assume or suffer to exist, or permit any Major Subsidiary of the Restricted Subsidiaries to create create, incur, assume or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), Lien upon or with respect to any of its propertiesproperties of any character (including capital stock and other ownership interests of the Borrower’s directly-owned Subsidiaries, intercompany obligations and accounts), whether now owned or hereafter acquired, or (2) file, or permit any Restricted Subsidiary to file, under the Uniform Commercial Code of any jurisdiction a financing statement which names the Borrower or any Restricted Subsidiary as debtor (other than financing statements that do not evidence a Lien), or (3) sign, or permit any Restricted Subsidiary to sign, any security agreement or other document authorizing any secured party thereunder to file any such financing statement, or (4) assign, or permit any Major Restricted Subsidiary to assign, any right to receive incomeaccounts, in each case to secure or provide for excluding, however, from the payment operation of any Debt of any Person, other thanthe foregoing restrictions the Liens created under the Loan Documents and the following: (i) Liens for taxes, assessments or governmental charges or levies to the extent not past due; (ii) cash pledges or deposits to secure (A) obligations under workmen’s compensation laws or similar legislation, (B) public or statutory obligations, (C) reimbursement obligations of Restricted Subsidiaries with respect to letters of credit permitted pursuant to Section 8.02(b)(x), (D) Support Obligations and (E) obligations of Restricted Subsidiaries in respect of hedging arrangements and commodity purchases and sales (including any cash margins with respect thereto); provided, that with respect to clauses (D) and (E) above the aggregate amount of cash pledges or deposits securing such obligations shall not exceed $400,000,000 at any one time outstanding, and (F) obligations of (x) the Borrower in respect of interest rate swap agreements and (y) the Borrower or any Restricted Subsidiary in respect of foreign exchange swap agreements, provided that the aggregate amount of cash pledges or deposits securing such obligations under this clause (F) shall not exceed $50,000,000 at any one time outstanding; (iii) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar Liens arising in the ordinary course of business securing obligations which are not overdue or which have been fully bonded and are being contested in good faith; (iv) Liens securing the obligations under the Loan Documents; (v) Liens securing Off-Balance Sheet Liabilities (and all refinancings and recharacterizations thereof permitted under Section 8.02(b)(iv)) in an aggregate amount not to exceed $775,000,000; (vi) purchase money Liens or purchase money security interests upon or in property acquired or held by it the Borrower or any Major Restricted Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of any such property; (ii) property to be subject to such Liens or security interests, or Liens or security interests existing on any such property at the time of its acquisition (acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided that no such Lien or security interest shall extend to or cover any property other than any the property being acquired and no such extension, renewal or replacement shall extend to or cover property not theretofore subject to the Lien created in contemplation of such acquisition); (iii) Liens existing on or security interest being extended, renewed or replaced, and provided, further, that the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor aggregate principal amount of the holders of such bonds or Debt at any agent or trustee therefor; (v) one time outstanding secured by Liens existing on property of any Person acquired permitted by PMI or any Major Subsidiary; this clause (vi) Liens securing Debt in an aggregate amount shall not in excess of 15% of Consolidated Tangible Assetsexceed $15,000,000; (vii) Liens upon utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to Margin Stockproperties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or any Restricted Subsidiary; (viii) Liens in favor existing on any capital asset of PMI any Person at the time such Person is merged or consolidated with or into, or otherwise acquired by, the Borrower or any Major SubsidiaryRestricted Subsidiary and not created in contemplation of such event, provided that such Liens do not encumber any other property or assets and such merger, consolidation or acquisition is otherwise permitted under this Agreement; (ix) precautionary Liens provided existing on any capital asset prior to the acquisition thereof by PMI the Borrower or any Major Restricted Subsidiary and not created in connection with the sale, assignment, transfer contemplation thereof; provided that such Liens do not encumber any other property or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orassets; (x) Liens existing as of the Closing Date or, with respect to any Restricted Subsidiary, such later date as such Person shall become a Restricted Subsidiary; (xi) Liens securing Project Finance Debt otherwise permitted under this Agreement; (xii) Liens arising out of the refinancing, extension, renewal or replacement refunding of any Debt secured by any Lien permitted by any of the foregoingforegoing clauses (v), (viii), (ix), (x) or (xi); provided that (Aa) such Lien does Debt is not extend to secured by any additional assets (other than a substitution of like assets), and (Bb) the amount of such Debt secured by any such Lien is otherwise permitted under this Agreement; and (xiii) Liens on the capital stock of Consumers securing Debt incurred by the Borrower or any Subsidiary thereof (other than Consumers or any Subsidiary thereof) in an aggregate amount not increasedto exceed $350,000,000; provided, that (i) such Liens are pari passu with, or subordinated in priority to, the Liens securing the Obligations, (ii) the holders of such Debt shall have entered into an intercreditor agreement with the Collateral Agent reasonably acceptable to the Administrative Agent as to form and substance and (iii) such Debt has terms and conditions (including maturity, amortization, interest rates, premiums, fees, covenants, subordination, events of default and remedies) that are reasonably acceptable to the Administrative Agent.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Kraft or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or; (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased; or (xi) during the Certain Funds Period, any deposit of cash to be used to pay for Target Shares under arrangements intended to satisfy certain funds requirements in connection with the Offer or Scheme.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“"Liens”"), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock"margin stock" as that term is defined in Regulation U; (viii) Liens in favor of PMI Kraft or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft or such Major Subsidiary to constitute a “"sale” " under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (Aa) such Lien does not extend to secure any additional assets (other than a substitution of like assets), and (Bb) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft Foods or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Kraft Foods or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft Foods or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft Foods or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft Foods or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or; (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased; or (xi) any deposit of cash to be used to pay for the Acquisition under arrangements intended to satisfy certain funds requirements in connection with the Acquisition.

Liens, Etc. Create Create, incur, issue, assume or suffer to existguarantee, or permit any Major Restricted Subsidiary to create create, incur, issue, assume or suffer to existguarantee, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other thanSecured Debt. The foregoing restrictions shall not apply to: (i1) Liens upon Mortgages on property, shares of stock or in indebtedness of any corporation existing at the time such corporation becomes a Restricted Subsidiary; (2) Mortgages on property acquired or held by it or any Major Subsidiary in shares of stock existing at the ordinary course time of business to secure the purchase price acquisition of such property or stock by the Company or a Restricted Subsidiary or existing as of the date hereof; (3) Mortgages to secure indebtedness the payment of all or any part of the price of acquisition, construction or improvement of such property or stock by the Company or a Restricted Subsidiary, or to secure any Secured Debt incurred solely by the Company or a Restricted Subsidiary, prior to, at the time of, or within 360 days after the later of the acquisition or completion of construction (including any improvements on an existing property), which Secured Debt is incurred for the purpose of financing all or any part of the acquisition purchase price thereof or construction of improvements thereon; provided, however, that, in the case of any such propertyacquisition, construction or improvement, the Mortgage shall not apply to any property theretofore owned by the Company or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located; (ii4) Liens existing Mortgages securing Secured Debt of a Restricted Subsidiary owing to Company or to another Restricted Subsidiary; (5) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of its acquisition (a sale, lease or other than any such Lien created in contemplation disposition of such acquisition)the properties of a corporation or firm as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary; (iii6) Liens existing on the date hereof securing Debt; (iv) Liens Mortgages on property financed through of the issuance of industrial revenue bonds Company or a Restricted Subsidiary in favor of the holders 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 other country or any political subdivision thereof, or any department, agency or instrumentality of such bonds country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any agent part of the purchase price or trustee thereforthe cost of construction of the property subject to such Mortgages; (v7) Liens existing Mortgages on property of the Company or a Restricted Subsidiary securing Derivatives Obligations; provided, however, that neither the Company nor any Person acquired by PMI or Restricted Subsidiary shall engage in any Major Subsidiaryspeculative transactions with respect to any such Derivatives Obligations; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) 8) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (1) through (7), inclusive, provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the foregoingproperty which secured the Mortgage so extended, provided renewed or replaced (plus improvements and construction on such property); or (9) Mortgages upon any Principal Property, or any transfer or disposition of any Principal Property, that (A) such Lien does not extend is created or implemented as a necessary component of a bond for title transaction, payment in lieu of tax agreement or other tax incentive vehicle designed to provide the Company or any additional assets (Subsidiary with certain ad valorem property tax or other than a substitution incentive savings. Notwithstanding the foregoing provisions of like assetsthis Section 5.02(a), the Company and (B) the amount of any one or more Restricted Subsidiaries may create, incur, issue, assume or guarantee Secured Debt secured by any a Mortgage which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other Secured Debt of the Company and its Restricted Subsidiaries which (if originally created, incurred, issued, assumed or guaranteed at such Lien is time) would otherwise be subject to the foregoing restrictions (not increasedincluding Secured Debt permitted to be secured under clauses (1) through (9) above), does not at the time exceed 15% of the Consolidated Net Tangible Assets.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (iA) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (iiB) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iiiC) Liens existing on the date hereof securing Debt; (ivD) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (vE) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (viF) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (viiG) Liens upon or with respect to Margin Stock; (viiiH) Liens in favor of PMI Altria or any Major Subsidiary; (ixI) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Xxxxxx Xxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (J) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary Subsidiary, which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xK) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit the Borrower or any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit the Borrower or any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or by the Borrower or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Mondelēz International, the Borrower or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Mondelēz International, the Borrower or any Major Subsidiary; (ix) precautionary Liens provided by PMI Mondelēz International, the Borrower or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Mondelēz International, the Borrower or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Mondelēz International, the Borrower or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or; (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased; and (xi) any Lien or set-off arrangements entered into by Mondelēz International, the Borrower or any Major Subsidiary holding bank accounts in the Netherlands in the ordinary course of its banking arrangements which arise from the general banking conditions (algemene bankvoorwaarden).

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin StockXxxxxx Xxxxx; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“"Liens”"), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI PM Companies or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock"margin stock" as that term is defined in Regulation U; (viii) Liens in favor of PMI PM Companies or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Xxxxxx Xxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of PM Companies and its Major Subsidiaries; (x) precautionary Liens provided by PMI PM Companies or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI PM Companies or such Major Subsidiary which transaction is determined by the Board of Directors of PMI PM Companies or such Major Subsidiary to constitute a “"sale” " under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to secure any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“"Liens”"), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock"margin stock" as that term is defined in Regulation U; (viii) Liens in favor of PMI Kraft or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft or such Major Subsidiary to constitute a “"sale” " under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to secure any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft Foods or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Kraft Foods or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft Foods or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft Foods or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft Foods or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Altria or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Pxxxxx Mxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (x) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Kraft or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United StatesStates of America; or (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock“margin stock” as that term is defined in Regulation U; (viii) Liens in favor of PMI Altria or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Xxxxxx Xxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (x) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to secure any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any Major Subsidiary of its Restricted Subsidiaries to create create, incur, assume or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon Lien on or with respect to any of its properties, properties of any character (including without limitation accounts) whether now owned or hereafter acquiredacquired or, except with the consent of the Administrative Agent in connection with a refinancing of this Agreement in its entirety, (x) sign or file, or permit any of its Restricted Subsidiaries to sign or file, under the Uniform Commercial Code of any jurisdiction (or any similar law of any jurisdiction outside the United States), a financing statement that names AGCO or any of its Restricted Subsidiaries as debtor, or (y) sign, or permit any of its Restricted Subsidiaries to sign, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any Major Subsidiary of its Restricted Subsidiaries to assign, any accounts or other right to receive income, in each case to secure or provide for excluding, however, from the payment operation of any Debt of any Person, other than:the foregoing restrictions the following: 94 89 (i) Permitted Liens; (A) Liens permitted under or approved or consented to by the lenders under the Old Credit Agreement (other than Liens described in clause (i), (ii)(B) or (iii) through (x) inclusive of this subsection (a)) and (B) other Liens existing on the date hereof that individually do not secure Debt in an aggregate principal amount in excess of U.S. $100,000 or in the aggregate secure Debt in an aggregate principal amount in excess of U.S. $1,000,000; (iii) purchase money Liens upon or in property acquired or held by it AGCO or any Major Subsidiary in the ordinary course of business its Restricted Subsidiaries to secure the purchase price of such property or to secure indebtedness Debt permitted under Section 5.02(b)(v) incurred solely for the purpose of financing the acquisition acquisition, construction or improvement of any such property; (ii) property to be subject to such Liens, or Liens existing on any such property at the time of its acquisition (acquisition, or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall extend to or cover any property other than the property being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any such property not theretofore subject to the Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debtbeing extended, renewed or replaced; (iv) Liens on the replacement, extension or renewal of any Lien permitted by clause (iii) above upon or in the same property financed through theretofore subject thereto or the issuance of industrial revenue bonds replacement, extension or renewal (without increase in favor the amount or change in any direct or contingent obligor) of the holders of such bonds or any agent or trustee thereforDebt secured thereby; (v) Liens existing on the property of a person immediately prior to its being merged into AGCO or a Restricted Subsidiary or its becoming a Restricted Subsidiary, or any Person Lien existing on any property acquired by PMI AGCO or any Major Subsidiarya Restricted Subsidiary at the time such property is so acquired; provided that no such Lien shall have been created or assumed in contemplation of such merger or such Person's becoming a Restricted Subsidiary or such acquisition of property; and provided further that each such Lien shall at all times be confined solely to the item or items of property so acquired and, if required by the terms of the instrument originally creating such Lien, other property that is an improvement to or is acquired for specific use in connection with such acquired property; (vi) Liens on cash securing Debt reimbursement obligations in an respect of letters of credit issued under facilities permitted under subsection (b)(vii) below, so long as the aggregate undrawn amount thereunder at any time outstanding does not in excess of 15% of Consolidated Tangible Assets;exceed U.S. $15,000,000, and any such Liens securing obligations under this Agreement; 95 90 (vii) Liens upon a deed to secure debt on the property on which AGCO's headquarters are located in Duluth, Georgia and a mortgage or with respect to Margin Stockother Lien on AGCO's Coldwater, Ohio facility in favor of an agency of the State of Ohio; (viii) Liens on Receivables sold pursuant to a securitization facility permitted under Section 5.02(e)(v) that, in favor either case, nevertheless would appear as Receivables on a balance sheet of PMI or any Major SubsidiaryAGCO and its Restricted Subsidiaries; (ix) precautionary Liens provided financing statements filed by PMI lessors with respect to equipment leases under which AGCO or any Major a Restricted Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orlessee; (x) any extension, renewal Liens on cash and deposit accounts in an aggregate amount not exceeding US$120,000,000 (or replacement the Multi-Currency Equivalent thereof) as of the foregoingdate of the creation thereof by the French Subsidiary in favor of Rabobank securing Debt, provided that or Guaranties by the French Subsidiary of Debt, owing by English Subsidiary Three to Rabobank; (Axi) such Lien does not extend to any additional assets Liens on Receivables discounted in transactions permitted under Section 5.02(e)(x); and (other than a substitution xii) Liens on capital stock of like assets), and (B) AGCO purchased with the amount proceeds of Debt secured by any such Lien is not increasedincurred pursuant to Section 5.02(b)(viii).

Liens, Etc. Create Create, incur, assume or suffer to exist, or permit any Major Subsidiary of its Subsidiaries to create create, incur, assume or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon Lien on or with respect to any of its propertiesproperties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other thanacquired except: (i) Liens created under the Credit Documents; (ii) Permitted Encumbrances; (iii) Liens created, incurred, assumed or suffered to exist by any Broker-Dealer Subsidiary in the ordinary course of business upon assets owned by such Broker-Dealer Subsidiary or as to which such Broker-Dealer Subsidiary has rights to create Liens thereon or held for its account to secure liabilities or obligations, actual or contingent, incurred in the ordinary course of business, including Liens in favor of clearing houses, clearing brokers or other entities providing clearing services and borrowings collateralized by client assets in the ordinary course of business; (iv) other Liens not otherwise permitted under this Section 5.03(a) securing Debt and other liabilities of such Borrower or any of its Subsidiaries in an aggregate outstanding amount not to exceed at any time (x) 15% of the aggregate Partnership Capital of such Borrower and its Subsidiaries determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of such Borrower and its Subsidiaries delivered pursuant to Section 5.01(a)(ii) or 5.01(a)(iii), minus (y) the aggregate outstanding principal amount of any Debt (other than Debt secured by such Liens permitted under this clause (iv)) of EDJ and/or any such Subsidiaries then outstanding under Section 5.03(b)(xix) (it being understood that the following voluntary Liens on the following items shall not be permitted by this clause (iv) (x) any assets carried in or credited to an account for the exclusive benefit of customers of any Borrower pursuant to Securities Exchange Act rule 15c3-3, (y) the right to receive back either (A) funds from a program bank to which funds had previously been transferred for credit to an account for the benefit of a customer of any Borrower in connection with such Borrower’s bank cash sweep program or (B) proceeds from the sale of money market funds, not otherwise included in the reserve formula, previously purchased for credit to customer’s account at any Borrower in connection with such Borrower’s money market sweep program, in either the case of (A) or (B), in connection with funds advanced to customer by such Borrower to settle transactions in advance of the return of such funds or sale proceeds, as applicable, and (z) the right to any return of any funds, financial instruments or other collateral provided to a clearing agency registered under the Securities Exchange Act to secure such Borrower’s obligations to such clearing agency, other than those liens arising out of membership in any such clearing agency); (v) Liens in respect of Hedge Agreements entered into in the ordinary course of business and not for speculative purposes; (vi) Liens in favor of such Borrower or any wholly-owned Subsidiary of such Borrower; (vii) Liens existing on any property or asset prior to the acquisition thereof by such Borrower or any Subsidiary thereof or existing on any property or asset of any Person that becomes a Subsidiary of such Borrower prior to the time such Person becomes a Subsidiary of such Borrower; provided (1) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of such Borrower, (2) such Lien shall not apply to any other property or assets of such Borrower or any Subsidiary thereof and (3) such Lien shall secure only those obligations which it secured on the date of such acquisition or the date such Person becomes a Subsidiary of such Borrower, and any Debt not prohibited hereunder extending the maturity of, or refunding or refinancing such obligations; (viii) Liens securing Debt permitted pursuant to Section 5.03(b)(xiv) (or Debt of the same type incurred by such Borrower) (other than any Chapter 100 Transaction obligations) upon or in any real property or equipment acquired or held by it such Borrower or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure indebtedness Debt incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United Statesequipment; or (x) any extension, renewal or replacement of the foregoing, provided that (A1) such Lien does Liens shall not extend to or cover any additional property or assets (of any character other than a substitution the property or equipment being financed, (2) such Liens shall be created within 90 days of like assets), the acquisition of the related asset and (B3) the amount of Debt secured by any such Lien thereby is not increased; (ix) Liens on any real property securing Mortgage Indebtedness permitted pursuant to Section 5.03(b)(xv) in respect of which (1) the recourse of the holder of such Mortgage Indebtedness (whether direct or indirect and whether contingent or otherwise) under the instrument creating the Lien or providing for the Mortgage Indebtedness secured by the Lien is limited to such real property directly securing such Mortgage Indebtedness, any after-acquired property affixed thereto or incorporated therein and any proceeds or products thereof and (2) such holder may not under the instrument creating the Lien or providing for the Debt secured by the Lien collect by levy of execution or otherwise against assets or property of any Borrower or any of their Subsidiaries (other than such real property directly securing such Mortgage Indebtedness) if such Borrower or any of their Subsidiaries fails to pay such Mortgage Indebtedness when due and such holder obtains a judgment with respect thereto, except for recourse obligations that are customary in “non-recourse” real estate transactions; (x) customary restrictions on transfers of assets contained in agreements related to the sale by any Borrower or any of their Subsidiaries of such assets pending their sale, provided that such restrictions apply only to the assets to be sold and such sale is permitted hereunder; (xi) Liens described in Schedule 5.03(a); and (xii) the replacement, extension or renewal of any Lien permitted by clauses (vii), (viii) and (xi) above upon or on the same property subject thereto arising out of the replacement, extension or renewal of the Indebtedness secured thereby (to the extent the amount thereof is not increased and such replacement, extension or renewal of such Indebtedness is not otherwise prohibited under Section 5.03(b)).

Liens, Etc. Create No Borrower shall create or suffer to exist, or permit any Major Subsidiary of its Subsidiaries to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), Lien upon or with respect to any of its or such Subsidiary's properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary of its Subsidiaries to assign, any right to receive incomeincome (or apply to the Bankruptcy Court for authority to do so), in each case to secure or provide except for the payment following (each of which will be given independent effect); provided, however, no such Liens permitted by this Section 7.1 (other than as described in clauses (a), (e), (f), (i), (j) and (k)) shall be Liens on any Debt of any Person, other thanproperty constituting Collateral: (ia) Liens created pursuant to the Loan Documents and contemplated by the Interim Order and the Final Order; (b) Capitalized Lease Obligations, purchase money Liens or purchase money security interests upon or in any property of, or owned, leased, acquired or held by it such Borrower or any Major Subsidiary of such Borrower in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) and Liens existing on such property at the time of its direct or indirect acquisition by such Borrower or such Subsidiary (other than any such Lien created in contemplation of anticipation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) and Liens on property financed through the issuance specified equipment securing Indebtedness in an amount of industrial revenue bonds not more than $8,000,000 in favor of the holders State of Ohio Department of Development on terms acceptable to the Agent; provided, however, that (i) any such Lien is created solely for the purpose of securing Indebtedness representing, or incurred to acquire, finance, refinance or refund, the cost (including, without limitation, the cost of construction) of the property subject thereto, (ii) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such bonds or any agent or trustee therefor; cost, (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (Aiii) such Lien does not extend to or cover any additional property other than such item of property and any improvements on such item and (iv) the incurrence of such Indebtedness is permitted by Section 7.2(g); (c) Liens created pursuant to the Letter of Credit Agreement; (d) Any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness or other obligation secured by any Lien permitted by subsections (b), (c) or (j) of this Section 7.1 without any increase in the amount secured thereby or in the assets subject to such Lien; (e) Liens arising by operation of law in favor of materialmen, mechanics, warehousemen, carriers, lessors or other similar Persons incurred by any Borrower or any of its Subsidiaries in the ordinary course of business which secure its obligations to such Person; provided, however, that such Borrower or such Subsidiary (i) is not in default with respect to such payment obligation to such Person or (ii) is in good faith and by appropriate proceedings diligently contesting such obligation and adequate provision is made for the payment thereof and the consequences of all such liens in the aggregate would have no Material Adverse Effect; (f) Liens (excluding Environmental Liens) securing taxes, assessments or governmental charges or levies; provided, however, that (i) none of any Borrower or any of its Subsidiaries is in default in respect of any payment obligation with respect thereto and adequate provision is made for the payment thereof or (ii) such Borrower or such Subsidiary is in good faith and by appropriate proceedings diligently contesting such obligation, adequate provision is made for the payment thereof and the consequence of all such failures in the aggregate would have no Material Adverse Effect; (g) Liens incurred or pledges and deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance, old-age pensions and other social security or welfare benefits; (h) Liens securing the performance of bids, tenders, leases, contracts (other than a substitution for the repayment of borrowed money), statutory obligations, surety and appeal bonds and other obligations of like assets)nature, incurred as an incident to and in the ordinary course of business, and judgment liens; provided, however, that all such Liens in the aggregate (Bi) would have in the amount aggregate no Material Adverse Effect and (ii) do not secure directly or indirectly judgments in excess of Debt secured by any such Lien is $5,000,000; (i) Zoning restrictions, easements, licenses, reservations, rights-of-way, encroachments, restrictions on the use of real property or minor defects or irregularities incident thereto which do not increasedin the aggregate materially detract from the value or use, in the ordinary conduct of business, of the property or assets of the Borrowers and their Subsidiaries taken as a whole; (j) Liens existing on the date of this Agreement and disclosed on Schedule 4.10; and (k) Liens incurred in connection with transactions of the type described in clause (iv) of the definition of Cash Equivalents.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Kraft Foods Group or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Kraft Foods Group or any Major Subsidiary; (ix) precautionary Liens provided by PMI Kraft Foods Group or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Kraft Foods Group or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Kraft Foods Group or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or; (x) Liens secured in the favor of a U.S. federal, state or municipal governmental entity entered into for the purposes of reducing certain tax liabilities of Kraft Foods Group or its Subsidiaries, provided that Kraft Foods Group or such Subsidiary may upon not more than 120 days’ notice obtain title from such governmental entity to such property free and clear of any Liens (other than Liens permitted by this Section 5.02(a)) by paying a nominal fee or the amount of any taxes (or any portion thereof) that would have otherwise been due and payable had such transaction not been terminated, by canceling issued bonds, if any, or otherwise terminating or unwinding such transaction; (xi) Liens for taxes, fees, assessments or other governmental charges, levies or claims not yet due or which are not delinquent beyond any period of grace or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (xii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, supplier’s or other like Liens arising in the ordinary course of business (xiii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (xiv) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory or regulatory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (xv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (xvi) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(f); (xvii) Liens arising by virtue of any contractual, statutory or common law provision relating to banker’s liens, rights of setoff or similar rights and remedies as to deposit accounts, other funds maintained with a creditor depository institution, or investment or securities accounts; provided that (A) such account is not a dedicated cash collateral account and is not subject to restrictions against access by Kraft Foods Group or the relevant Major Subsidiary in excess of those set forth by the regulations promulgated by the Board, and (B) such account is not intended by Kraft Food Group or the applicable Major Subsidiary to provide collateral to the depository institution with respect to otherwise unrelated obligations of Kraft Foods Group or any such Major Subsidiary to such depository institution; (xviii) Liens arising under repurchase agreements, reverse repurchase agreements, securities lending and borrowing agreements and similar transactions; (xix) Liens arising from leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which (A) would not reasonably be expected to materially adversely affect the financial position or results of operations of Kraft Foods Group and its Subsidiaries taken as a whole and (B) do not secure any Debt; (xx) Liens solely on deposits, advances, contractual payments, including implementation allowances or escrows to or with landlords, customers or clients or in connection with insurance arrangement in the ordinary course of business; and (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Altria or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin StockXxxxxx Xxxxx; (viii) Liens in favor of PMI Altria or any Major Subsidiary; (ix) Liens in connection with leasing, sale and leaseback and structured finance transactions conducted in the ordinary course of business of Xxxxxx Xxxxxx Capital Corporation, provided that any such Liens that secure the payment of Debt are without recourse to the general credit or assets of Altria and its Major Subsidiaries; (x) precautionary Liens provided by PMI Altria or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Altria or such Major Subsidiary Subsidiary, which transaction is determined by the Board of Directors of PMI Altria or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (xxi) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create or suffer to exist, or permit the Borrower or any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit the Borrower or any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or by the Borrower or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Mondelēz, the Borrower or any Major Subsidiary; (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Mondelēz, the Borrower or any Major Subsidiary; (ix) precautionary Liens provided by PMI Mondelēz, the Borrower or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Mondelēz, the Borrower or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Mondelēz, the Borrower or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any Major Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lienBorrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or any Domestic Subsidiary, security interest or other charge any shares of stock or encumbrance Borrowed Debt of any Domestic Subsidiary (other than operating leases and licensed intellectual propertyUnrestricted Margin Stock), or without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other type Borrowed Debt of preferential arrangement the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (“Liens”or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt would not exceed 15% of Consolidated Net Assets; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Borrowed Debt of any Person, other thansecured by: (i) Liens upon on property of, or in property acquired on any shares of stock or held by it or Borrowed Debt of, any Major Subsidiary in Person existing at the ordinary course of business to secure the purchase price of time such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyPerson becomes a Domestic Subsidiary; (ii) Liens existing on property at in favor of the time of its acquisition (other than Borrower or any such Lien created in contemplation of such acquisition)Domestic Subsidiary; (iii) Liens existing on property of the date hereof securing DebtBorrower or any Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor (including that of the holders Pharmacyclics Group), shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 180 days after, the acquisition of such bonds property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any agent part of the purchase price or trustee thereforconstruction or improvement cost thereof; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiarythe Effective Date; (vi) Liens securing Debt incurred in an aggregate amount not in excess of 15% of Consolidated Tangible Assetsconnection with pollution control, industrial revenue or similar financing; (vii) Liens upon survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases, licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to Margin Stock;the use of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Domestic Subsidiary; and (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing(or successive extensions, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assetsrenewals or replacements), and (B) the amount as a whole or in part, of any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vi) of this Section 5.02(a); provided that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Borrowed Debt secured by such Lien at such time is not increased.

Liens, Etc. Create or suffer to exist, or permit any Major Subsidiary to create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), upon or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Debt of any Person, other than: (i) Liens upon or in property acquired or held by it or any Major Subsidiary in the ordinary course of business to secure the purchase price of such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such property; (ii) Liens existing on property at the time of its acquisition (other than any such Lien lien or security interest created in contemplation of such acquisition); (iii) Liens existing on the date hereof securing Debt; (iv) Liens on property financed through the issuance of industrial revenue bonds in favor of the holders of such bonds or any agent or trustee therefor; (v) Liens existing on property of any Person acquired by PMI Mondelēz International or any Major SubsidiarySubsidiary (other than as a result of a Division); (vi) Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI Mondelēz International or any Major Subsidiary; (ix) precautionary Liens provided by PMI Mondelēz International or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI Mondelēz International or such Major Subsidiary which transaction is determined by the Board of Directors of PMI Mondelēz International or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; orand (x) any extension, renewal or replacement of the foregoing, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assets), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any Major Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lien, security interest Borrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or other charge or encumbrance (other than operating leases and licensed intellectual property)any Domestic Subsidiary, or any other type shares of preferential arrangement (“Liens”), upon stock or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Borrowed Debt of any PersonDomestic Subsidiary, without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other thanBorrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt plus the aggregate amount of all Attributable Debt of the Borrower and the Domestic Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 15% of Consolidated Net Assets; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), Borrowed Debt secured by: (i) Liens upon on property of, or in property acquired on any shares of stock or held by it or Borrowed Debt of, any Major Subsidiary in Person existing at the ordinary course of business to secure the purchase price of time such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyPerson becomes a Domestic Subsidiary; (ii) Liens existing on property at in favor of the time of its acquisition (other than Borrower or any such Lien created in contemplation of such acquisition)Domestic Subsidiary; (iii) Liens existing on property of the date hereof securing DebtBorrower or a Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) Liens on property financed property, shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or to secure the issuance payment of industrial revenue bonds in favor all or any part of the holders purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such bonds property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any agent part of the purchase price or trustee thereforconstruction or improvement cost thereof; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiarythe Closing Date; (vi) Liens securing Debt incurred in an aggregate amount not in excess of 15% of Consolidated Tangible Assets;connection with pollution control, industrial revenue or similar financing; and (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any Any extension, renewal or replacement of the foregoing(or successive extensions, provided that (A) such Lien does not extend to any additional assets (other than a substitution of like assetsrenewals or replacements), and (B) the amount as a whole or in part, of any Borrowed Debt secured by any Lien referred to in subclauses (i) through (vi) of this Section 5.02(a); provided, that (i) such extension renewal or replacement Lien shall be limited to all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (plus improvements on such property) and (ii) the Borrowed Debt secured by such Lien at such time is not increased.

Liens, Etc. Create or suffer to existThe Borrower and each Guarantor will not, or and will not permit any Major Subsidiary to of its Subsidiaries to, create or suffer to exist, any lien, security interest or other charge or encumbrance (other than operating leases and licensed intellectual property), or any other type of preferential arrangement (“Liens”), Lien upon or with respect to any of its propertiesproperties or assets, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary of its Subsidiaries to assign, any right to receive income, except for: (a) Liens created pursuant to this Agreement, the other Loan Documents or the Terra Credit Facility and in the case of the Terra Credit Facility that the Liens on the Borrower and the MCC Guarantors (other than MCHI) are subject to the Intercreditor Agreements; (b) Liens existing on the date of this Agreement and disclosed on Schedule 3.6 or expressly permitted by Section 6.3(e) or, in respect of Terra and the Terra Subsidiaries only, constituting cash collateral for a letter of credit issued by Bank of America N.A. (formerly Nationsbank, N.A.), as set forth on Schedule 6.1; (c) Customary Permitted Liens of the Borrower and each Guarantor (other than MCHI) and Terra and its Subsidiaries; (d) purchase money Liens granted by Terra or any of its Subsidiaries (other than MCHI) (including the interest of a lessor under a Capital Lease and Liens to which any property is subject at the time of the Borrower’s or such Subsidiary’s acquisition thereof) securing Debt permitted under Section 6.1(c), or in the case of Terra and the Terra Subsidiaries, Section 6.1(m) hereof, and limited in each case to secure the property purchased with the proceeds of such purchase money Debt or provide for subject to such Capital Lease; (e) any Lien securing the payment renewal, extension, refinancing or refunding of any Debt secured by any Lien permitted by clause (d) of this Section 6.2 without any change in the assets subject to such Lien; (f) Liens in favor of lessors, sublessors or licensors under any lease or license otherwise permitted by this Agreement; (g) Liens not otherwise permitted by the foregoing clauses of this Section 6.2 securing obligations or other liabilities of any PersonLoan Party (other than MCHI) provided, other than:however, that the aggregate outstanding amount of such obligations and liabilities secured by such Liens shall not exceed $1,000,000 at any time; (ih) Liens upon or in property acquired or held by it which are licenses and sub-licenses granted to Persons that are not Affiliates of the Borrower or any Major Subsidiary of the Guarantors in the ordinary course of business to secure and not interfering in any material respect with the purchase price business and operations of such property the Borrower or to secure indebtedness incurred solely for any of the purpose of financing the acquisition of such propertyGuarantors; (i) Liens on property of any of Terra or its Subsidiaries (other than (i) property subject to Liens under the Security Documents and (ii) Liens existing on property at securing Debt of the time Borrower or the Guarantors) in favor of Terra or any of its acquisition (other than Subsidiaries to secure Intercompany Debt owing to Terra or any such Lien created in contemplation of such acquisition);its Subsidiaries; and (iii) Liens existing on the date hereof securing Debt; (ivj) Liens on property financed through the issuance of industrial revenue bonds Senior Secured Note Collateral and the Shared Collateral as security for Terra’s and its Subsidiaries’ obligations in favor respect of the holders Senior Secured Notes and Liens on the Shared Current Asset Collateral as security for Terra’s and its Subsidiaries’ obligations in respect of such bonds or any agent or trustee therefor; the Senior Second Lien Notes and the Senior Secured Notes (v) which Liens existing on property of any Person acquired by PMI or any Major Subsidiary; (vi) are subordinated to the Liens securing Debt in an aggregate amount not in excess of 15% of Consolidated Tangible Assets; (vii) Liens upon or with respect the Obligations pursuant to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any extension, renewal or replacement of the foregoing, provided that (A) such Senior Second Lien does not extend to any additional assets (other than a substitution of like assetsNote Intercreditor Agreement), and (B) the amount of Debt secured by any such Lien is not increased.

Liens, Etc. Create Incur, issue, assume or suffer to existguarantee, or permit any Major Domestic Subsidiary to create incur, issue, assume or suffer to existguaranty, at any time, any lien, security interest Borrowed Debt secured by a Lien on any Principal Domestic Property of the Borrower or other charge or encumbrance (other than operating leases and licensed intellectual property)any Domestic Subsidiary, or any other type shares of preferential arrangement (“Liens”), upon stock or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any Major Subsidiary to assign, any right to receive income, in each case to secure or provide for the payment of any Borrowed Debt of any PersonDomestic Subsidiary, without effectively providing that the Advances outstanding at such time (together with, if the Borrower shall so determine, any other thanBorrowed Debt of the Borrower or such Domestic Subsidiary existing at such time or thereafter created that is not subordinate to the Advances) shall be secured equally and ratably with (or prior to) such secured Borrowed Debt, so long as such secured Borrowed Debt shall be so secured, unless, after giving effect thereto, the aggregate amount of all such secured Borrowed Debt plus the aggregate amount of all Attributable Debt of the Borrower and the Domestic Subsidiaries in respect of Sale and Leaseback Transactions would not exceed 15% of Consolidated Net Assets; provided, however, that this Section 5.02(a) shall not apply to, and there shall be excluded from secured Borrowed Debt in any computation under this Section 5.02(a), Borrowed Debt secured by: (i) Liens upon on property of, or in property acquired on any shares of stock or held by it or Borrowed Debt of, any Major Subsidiary in Person existing at the ordinary course of business to secure the purchase price of time such property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such propertyPerson becomes a Domestic Subsidiary; (ii) Liens existing on property at in favor of the time of its acquisition (other than Borrower or any such Lien created in contemplation of such acquisition)Domestic Subsidiary; (iii) Liens existing on property of the date hereof securing DebtBorrower or a Domestic Subsidiary in favor of the United States or any State thereof, or any department, agency or instrumentality or political subdivision of the United States or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute; (iv) Liens on property financed property, shares of stock or Borrowed Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) ​ or to secure the issuance payment of industrial revenue bonds in favor all or any part of the holders purchase price or construction or improvement cost thereof or to secure any Debt incurred prior to, at the time of, or within 120 days after, the acquisition of such bonds property or shares or Borrowed Debt or the completion of any such construction or improvement for the purpose of financing all or any agent part of the purchase price or trustee thereforconstruction or improvement cost thereof; (v) Liens existing on property of any Person acquired by PMI or any Major Subsidiarythe Closing Date; (vi) Liens securing Debt incurred in an aggregate amount not in excess of 15% of Consolidated Tangible Assets;connection with pollution control, industrial revenue or similar financing; and (vii) Liens upon or with respect to Margin Stock; (viii) Liens in favor of PMI or any Major Subsidiary; (ix) precautionary Liens provided by PMI or any Major Subsidiary in connection with the sale, assignment, transfer or other disposition of assets by PMI or such Major Subsidiary which transaction is determined by the Board of Directors of PMI or such Major Subsidiary to constitute a “sale” under accounting principles generally accepted in the United States; or (x) any Any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of the foregoingany Borrowed Debt secured by any Lien referred to in subclauses (i) through (vi) of this Section 5.02(a); provided, provided that (A) such extension renewal or replacement Lien does not extend shall be limited to any additional assets all or a part of the same property, shares of stock or Debt that secured the Lien extended, renewed or replaced (other than a substitution of like assets), plus improvements on such property) and (B) the amount of Borrowed Debt secured by any such Lien at such time is not increased.