Common use of Liens; Negative Pledge Clause in Contracts

Liens; Negative Pledge. (a) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (a) The Borrower From and after the Effective Date, no member of the Restricted Group shall not, and the Borrower shall not permit any Eligible Property Subsidiary to create, assumeincur, assume or incur permit or suffer to exist any Lien (other than Permitted Liens) upon on or with respect to any of its properties, assets, income or profits property of any character kind owned by it, whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lienacquired, or immediately thereafterany income or profits therefrom, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of except for any of the covenants contained in Section 9.1Permitted Liens. (b) The Parent Borrower shall not, and shall not permit any Wholly Owned other Loan Party or any other Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (aan Excluded Subsidiary) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an agreement (x) evidencing Indebtedness which the Borrower Parent, any other Borrower, such other Loan Party or such direct or indirect owner other Subsidiary, as applicable, may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; , (B) a Permitted Sale Restriction; or (Cii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale, (iii) the Second Lien Documents, (iv) the PM Gallery Loan Modification Documents, (v) the Woodland Mall Secured Loan Modification Documents, (vi) any other agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, (vii) agreements existing on the Effective Date, including any agreement entered into in connection with the Refinancings of the obligations under such agreements, so long as those agreements are not materially more restrictive than those restrictions contained the agreements existing on the Effective Date, or (iiviii) any prohibition on the pledge or disposition of the Equity Interests of a joint venture to which the Borrower or any Subsidiary is a party if such joint venture is not a direct or indirect Subsidiary of the Borrower, and to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that such prohibition is not a Wholly Owned Subsidiary contained in the organizational documents of such Person joint venture (A) on the Effective Date or (B) entered into or amended as a condition to the negotiated arms-length business arrangement with the un-Affiliated holder of an Equity Interest in such joint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, in each case, as the same may be amended or modified (1) without the consent of any documentBorrower or a Wholly Owned Subsidiary, instrument or agreement evidencing Secured (2) in connection with the Refinancing of Indebtedness of such Person permitted to exist pursuant to this AgreementSection 9.14 or (3) as otherwise approved by the Requisite Lenders.

Liens; Negative Pledge. (a) The Borrower shall will not, and the Borrower shall will not permit any Eligible Property Subsidiary to of its Restricted Subsidiaries to, create, assumeincur, assume or incur suffer to exist any Lien (other than Permitted Liens) upon on any of its properties, assets, income assets or profits of any character whether property now owned or hereafter acquired if immediately prior to the creationor, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.except: (a) Permitted Liens; (b) The Parent shall notpurchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, and shall not permit construction or improvement of such fixed or capital assets (including Liens securing any Wholly Owned Subsidiary Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the Parentconstruction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, if at any time there is any Wholly Owned Subsidiary constructing or improving such fixed or capital assets; (c) extensions, renewals, or replacements of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described referred to in clauses paragraphs (a) and (b) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (d) Liens existing on property of a Restricted Subsidiary or other property acquired by the Borrower or any of its Restricted Subsidiaries at the time of its acquisition after the Closing Date pursuant to a Permitted Acquisition or other Investment permitted hereunder; provided that (i) such Lien was not created in contemplation of such acquisition, (ii) such Lien does not extend to or cover any other assets or property other than the property and assets of such Restricted Subsidiary at the time of the acquisition (and after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.1(f); and (e) (i) Liens on Collateral secured on a pari passu basis with the Liens securing the Obligations, so long as such Liens (x) secure Indebtedness permitted pursuant to Sections 7.1(f)(i)(A), 7.1(k)(ii)(A) or 7.1(s) and (y) are subject to the First Lien Intercreditor Agreement and/or (ii) Liens on Collateral secured on a junior basis with the Liens securing the Obligations, so long as such Liens (x) secure Indebtedness permitted pursuant to Sections 7.1(f)(i)(B), 7.1(k)(ii)(B) or 7.1(s) and (y) are subject to a customary intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; provided that, in the case of Liens in connection with any debt assumed pursuant to Section 7.1(f)(i)(A) or 7.1(f)(i)(B), such Liens and the Indebtedness secured by such Liens shall not have been incurred or created in connection with or in contemplation of such acquisition; (f) Liens with respect to property or assets of the Borrower or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding that, immediately after giving effect to the creation of such Liens, would not exceed the greater of (x) $45,000,000 and (y) 12.5% of Consolidated EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; (g) Liens securing Indebtedness incurred pursuant to Section 7.1(q); and (h) Liens securing Indebtedness incurred pursuant to Section 7.1(t)(x); provided that (i) such Liens shall be solely on property and assets securing the Secured Obligations and (ii) such Liens shall be pari passu with Liens securing the Secured Obligations pursuant to the First Lien Intercreditor Agreement. Notwithstanding the foregoing or anything else to the contrary herein, the Borrower will not, and will not permit any of its Restricted Subsidiaries to (A) xxxxx x Xxxx in favor of any Person on any Real Estate (other than any Liens granted to secure all of the Secured Obligations and other than Liens described in clauses (b) or (e) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (cB) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which relating to the sale of a Restricted Subsidiary that owns Real Estate or the sale of specific Real Estate pending such sale; provided that in any such case the Negative Pledge applies only to the Restricted Subsidiary or the Real Estate that are the subject of such sale. In the event that any Lien meets the criteria of more than one of the categories of any Lien permitted above, the Borrower may classify such Lien in any manner that complies with this covenant and may from time to time reclassify such items of in whole or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by in part as a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or manner that would comply with any Subsidiary that is not a Wholly Owned Subsidiary contained in of the organizational documents categories of this covenant at the time of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementreclassification.

Liens; Negative Pledge. (a) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to of the Borrower (other than an Excluded Subsidiary) to, create, assume, or incur any Lien (other than Permitted Liens, the Permitted Ground Lease Encumbrance and Liens securing Indebtedness not prohibited under the Loan Documents) upon any of its material properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1. (b) The Parent Borrower shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien Borrower (other than Permitted Liens of the types described in clauses (aan Excluded Subsidiary) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may createany Subsidiary of the Borrower is not prohibited from creating, incurincurring, assumeassuming, or permit permitting or suffer suffering to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist not prohibited under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such IndebtednessIndebtedness as of the date such agreement was entered into; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) an agreement relating to the extent constituting sale of a Negative PledgeSubsidiary or assets pending such sale, a restriction on the direct or indirect transfer of Equity Interests provided that in any Excluded Subsidiary, Unconsolidated Affiliate such case the Negative Pledge applies only to the Subsidiary or any Subsidiary the assets that is not a Wholly Owned Subsidiary contained in are the organizational documents subject of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementsale.

Liens; Negative Pledge. (a) The No Borrower shall, and no Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to to, create, assume, or incur any Lien (other than (x) Permitted LiensLiens and (y) the Liens set forth on Schedule 6.1.(f) and any modifications, replacements, renewals or extensions thereof; provided, that (i) no such Lien extends to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) such modification, replacement, renewal or extension of such Lien does not cause a Default or Event of Default) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Parent shall notNo Borrower shall, and no Borrower shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an agreement (x) evidencing Indebtedness which the such Borrower or such direct or indirect owner Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such IndebtednessIndebtedness as of the date such agreement was entered into; (Bii) an agreement relating to the sale of a Permitted Sale RestrictionSubsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (Ciii) an any agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) relating to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this AgreementPari Passu Indebtedness.

Liens; Negative Pledge. (a) The Parent and the Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to or any other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; provided, however, an Excluded Subsidiary may modify, replace, renew or extend a Lien upon its property that secures such Excluded Subsidiary’s Nonrecourse Indebtedness notwithstanding that a Default or Event of Default is in existence at the time of such modification, replacement, renewal or extension, so long as (i) such Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) the terms of such modification, replacement, renewal or extension are not adverse to the interests of the Lenders and (iii) such modification, replacement, renewal or extension does not cause an additional Default or Event of Default. (b) The Parent and the Borrower shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (aan Excluded Subsidiary) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in any agreement that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents; (Aii) an a Negative Pledge contained in any agreement relating to assets to be sold where the restrictions on encumbering assets relate only to such assets pending such sale; (iii) a Negative Pledge contained in any agreement (x) evidencing Indebtedness which of such Person, but only to the Borrower extent that no Default or Event of Default is in existence at the time such direct Indebtedness is created, incurred or indirect owner may createassumed, incurnor would result from the creation, assumeincurrence or assumption of such Indebtedness (including without limitation, a Default or permit or suffer to exist under this Agreement, Event of Default resulting from a violation of any of the covenants contained in Section 9.1.); (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documentspursuant to this Agreement, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; and (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (iiiv) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (a) The Borrower shall will not, and the Borrower shall will not permit any Eligible Property Subsidiary to of its Restricted Subsidiaries to, create, assumeincur, assume or incur suffer to exist any Lien (other than Permitted Liens) upon on any of its properties, assets, income assets or profits of any character whether property now owned or hereafter acquired if immediately prior to the creationor, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.except: (a) Permitted Liens; (b) The Parent shall notpurchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, and shall not permit construction or improvement of such fixed or capital assets (including Liens securing any Wholly Owned Subsidiary Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the Parentconstruction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, if at any time there is any Wholly Owned Subsidiary constructing or improving such fixed or capital assets; (c) extensions, renewals, or replacements of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described referred to in clauses paragraphs (a) and (b) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (d) Liens existing on property of a Restricted Subsidiary or other property acquired by the Borrower or any of its Restricted Subsidiaries at the time of its acquisition after the Closing Date pursuant to a Permitted Acquisition or other Investment permitted hereunder; provided that (i) such Lien was not created in contemplation of such acquisition, (ii) such Lien does not extend to or cover any other assets or property other than the property and assets of such Restricted Subsidiary at the time of the acquisition (and after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.1(f); and (e) (i) Liens on Collateral secured on a pari passu basis with the Liens securing the Obligations, so long as such Liens secure Indebtedness permitted pursuant to Sections 7.1(f)(i)(A), 7.1(k)(ii)(A) or 7.1(s) and/or (ii) Liens on Collateral secured on a junior basis with the Liens securing the Obligations, so long as such Liens secured Indebtedness permitted pursuant to Sections 7.1(f)(i)(B), 7.1(k)(ii)(B) or 7.1(s); provided that, in the case of Liens in connection with any debt assumed pursuant to Section 7.1(f)(i)(A) or 7.1(f)(i)(B), such Liens and the Indebtedness secured by such Liens shall not have been incurred or created in connection with or in contemplation of such acquisition Each Lender agrees that the Liens permitted under clause (e) above which secure Indebtedness permitted to be incurred under Section 7.1(k) may be pari passu with Liens securing the Secured Obligations pursuant to intercreditor arrangements reasonably satisfactory to Administrative Agent; (f) Liens with respect to property or assets of the Borrower or any Restricted Subsidiary securing obligations in an aggregate principal amount outstanding that, immediately after giving effect to the creation of such Liens, would not exceed the greater of (x) $45,000,000 and (y) 12.5% of Consolidated EBITDA calculated on a Pro Forma Basis for the then most recently ended Test Period; and (g) Liens securing Indebtedness incurred pursuant to Section 7.1(q). Notwithstanding the foregoing or anything else to the contrary herein, the Borrower will not, and will not permit any of its Restricted Subsidiaries to (A) xxxxx x Xxxx in favor of any Person on any Real Estate (other than any Liens granted to secure all of the Secured Obligations and other than Liens described in clauses (b) or (e) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (cB) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which relating to the sale of a Restricted Subsidiary that owns Real Estate or the sale of specific Real Estate pending such sale; provided that in any such case the Negative Pledge applies only to the Restricted Subsidiary or the Real Estate that are the subject of such sale. In the event that any Lien meets the criteria of more than one of the categories of any Lien permitted above, the Borrower may classify such Lien in any manner that complies with this covenant and may from time to time reclassify such items of in whole or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by in part as a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or manner that would comply with any Subsidiary that is not a Wholly Owned Subsidiary contained in of the organizational documents categories of this covenant at the time of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementreclassification.

Liens; Negative Pledge. (a) The Borrower From and after the Effective Date, no member of the Restricted Group shall not, and the Borrower shall not permit any Eligible Property Subsidiary to create, assumeincur, assume or incur permit or suffer to exist any Lien (other than Permitted Liens) upon on or with respect to any of its properties, assets, income or profits property of any character kind owned by it, whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lienacquired, or immediately thereafterany income or profits therefrom, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of except for any of the covenants contained in Section 9.1Permitted Liens. (b) The Parent Borrower shall not, and shall not permit any Wholly Owned other Loan Party or any other Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (aan Excluded Subsidiary) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an agreement (x) evidencing Indebtedness which the Borrower Parent, any other Borrower, such other Loan Party or such direct or indirect owner other Subsidiary, as applicable, may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; , (B) a Permitted Sale Restriction; or (Cii) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale, (iii) the First Lien Documents, (iv) the PM Gallery Loan Modification Documents, (v) the Woodland Mall Secured Loan Modification Documents, (vi) any other agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, (vii) agreements existing on the Effective Date, including any agreement entered into in connection with the Refinancings of the obligations under such agreements, so long as those agreements are not materially more restrictive than those restrictions contained the agreements existing on the Effective Date, or (iiviii) any prohibition on the pledge or disposition of the Equity Interests of a joint venture to which the Borrower or any Subsidiary is a party if such joint venture is not a direct or indirect Subsidiary of the Borrower, and to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that such prohibition is not a Wholly Owned Subsidiary contained in the organizational documents of such Person joint venture (A) on the Effective Date or (B) entered into or amended as a condition to the negotiated arms-length business arrangement with the un-Affiliated holder of an Equity Interest in such joint venture in connection with the disposition of an asset in a transaction not otherwise prohibited by this Agreement, in each case, as the same may be amended or modified (1) without the consent of any documentBorrower or a Wholly Owned Subsidiary, instrument or agreement evidencing Secured (2) in connection with the Refinancing of Indebtedness of such Person permitted to exist pursuant to this AgreementSection 9.14 or (3) as otherwise approved by the Requisite Lenders.

Liens; Negative Pledge. (a) The Borrower shall notCreate, and the Borrower shall not incur, assume or permit any Eligible Property Subsidiary to create, assume, or incur exist any Lien (other than Permitted Liens) upon on or with respect to any of its properties, assets, income properties or profits of any character assets (whether now owned or hereafter acquired) except for: (i) Liens in respect of Permitted Encumbrances; (ii) Liens securing Indebtedness permitted under Section 7.3(i), (ii), (vii), (x), (xi), (xx) (provided that with respect to Liens securing Indebtedness permitted under Section 7.3(xx), such Liens do not attach to any assets of the Borrower and its Restricted Subsidiaries other than the assets acquired if immediately prior pursuant to such Permitted Acquisition or investment) or (xxiii) (or under Section 7.3(xxv) in respect of Indebtedness constituting Refinancing Debt with respect to Indebtedness described in Section 7.3 (i), (iv), (vii), (x), (xi), (xx) or (xxiii)); (iii) Liens solely on any xxxx xxxxxxx money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (iv) Liens securing Indebtedness permitted under Section 7.3(xx) (or under Section 7.3(xxv) in respect of Indebtedness constituting Refinancing Debt with respect to Indebtedness described in Section 7.3(xx)); provided that such Liens shall not extend to any assets of the Loan Parties or their Restricted Subsidiaries (other than the assets or Stock acquired in such Permitted Acquisition or other Investment to the creation, assumption extent the Liens on such assets or incurring Stock were not incurred in contemplation of such LienPermitted Acquisition or Investment); (v) other Liens securing Indebtedness in an aggregate outstanding principal amount not to exceed the greater of (x) $47,000,000 and (y) 20% of TTM Consolidated EBITDA at the time of incurrence; (vi) Liens on Stock of Unrestricted Subsidiaries; (vii) (a) Liens on Stock of Joint Ventures securing capital contributions to or obligations of such persons and (b) customary rights of first refusal and tag, or immediately thereafter, a Default or Event of Default is or would be drag and similar rights in existence, including, without limitation, a Default or Event of Default resulting from a violation joint venture agreements and investment documentation of any Joint Venture; (viii) Liens in respect of an agreement to dispose of any asset, to the extent such disposal is permitted by Section 7.8 and such Liens apply only to the assets to be disposed of; (ix) Liens (a) arising due to any cash pooling, netting or composite accounting arrangements between the Borrower and any of its Restricted Subsidiaries or between any one or more of such persons and one or more banks or other financial institutions where any such person maintains deposits, and (b) of a collection bank (including those arising under Section 4-210 of the covenants contained Uniform Commercial Code) on the items in the course of collection; (x) 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; (xi) Liens incurred in the ordinary course of business on securities to secure repurchase and reverse repurchase obligations in respect of such securities; provided that the related repurchase agreement constitutes a Cash Equivalent; (xii) Liens on goods the purchase price of which is financed by a documentary letter of credit; provided that such Xxxx secures only the obligations of the Borrower or a Subsidiary in respect of such letter of credit to the extent it is permitted under Section 9.1.7.3; and (xiii) licenses or sublicenses of Intellectual Property granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of Holdings and its Restricted Subsidiaries; (b) The Parent shall notBecome a party to any agreement, note, indenture or instrument, or take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of Administrative Agent, on behalf of itself and shall the other Secured Parties, as additional collateral for the Obligations, except for: (i) customary provisions in leases restricting the subletting or assignment thereof; (ii) customary provisions in agreements, licenses or sublicenses entered into in the ordinary course of business restricting assignment, sublicense or transfer of such agreement, license or sublicense; (iii) customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (A) such restrictions and conditions apply only to the property to be sold and (B) such sale is permitted hereunder; (iv) any agreement in effect at the time any Person becomes a Loan Party or a Restricted Subsidiary; provided that such agreement was not permit any Wholly Owned Subsidiary entered into in connection with or in contemplation of such person becoming a Loan Party or Restricted Subsidiary; (v) with respect to Joint Ventures, provisions in partnership agreements, limited liability company agreements, organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the Parentassets of, if at or ownership interests in such partnership, limited liability company or similar Person, or prohibit Liens, or contain negative pledge provisions, with respect to the assets of, or Equity Interests in, any time there such Person; provided that such agreements or obligations were not entered into in contemplation hereof; (vi) negative pledges and restrictions on Liens (A) in favor of any holder of Indebtedness permitted under Section 7.3 but, in the case of Indebtedness permitted under Section 7.3(i), solely to the extent such negative pledge or restriction extends solely to the property financed by such Indebtedness, accessions thereto and the proceeds and the products thereof, (B) imposed by Law or by a Loan Document and (C) contained in any agreements relating to the sale of a Loan Party or a Restricted Subsidiary or any other asset pending such sale; provided that such restriction and any conditions apply only to the Loan Party or Restricted Subsidiary that is, or the assets that are, to be sold and such sale is any Wholly Owned Subsidiary permitted hereunder or a condition to the closing of such sale is the payment in full of the Parent that directly Obligations or indirectly owns Equity Interests a consent under this Agreement; (vii) restrictions and conditions on cash or other deposits imposed by customers under contracts entered into in the Borrowerordinary course of business; and (viii) other restrictions and conditions imposed by any amendments, tomodifications, createrestatements, assume renewals, increases, supplements, refundings, replacements or incur any Lien (other than Permitted Liens refinancings of the types described contracts, instruments or obligations referred to in clauses (ab)(i) and through (fb)(vii) of above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests good faith judgment of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those restrictions contained in the Loan Documentsprior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementrefinancing.

Liens; Negative Pledge. (a) The Borrower shall Company will not, and the Borrower shall not nor will it permit any Eligible Property Subsidiary to create, assume, or incur any Lien (other than Permitted Liens) upon any of its propertiesSubsidiaries to, assetscreate, income incur, assume or profits of permit to exist any character whether Lien on any property or asset now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lienby it, or immediately thereafterassign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, a Default or Event of Default is or would be in existenceexcept: Liens under and contemplated by the Collateral Documents, including, without limitation, a Default or Event of Default resulting from a violation UCC financing statements and UCC fixture filings filed in connection therewith, and Liens securing Refinancing Debt; Liens in existence on the Closing Date and, in the case of any such Liens securing obligations in an amount of the covenants contained in Section 9.1. (b) The Parent shall not$1,000,000 or more, and shall not permit listed on Schedule VI; Permitted Encumbrances; Liens upon property of any Wholly Owned Person which becomes a Subsidiary of the ParentCompany after the Closing Date, if including any such Liens securing Indebtedness permitted pursuant to Section 7.01(e); provided that such Liens are in existence at the time such Person becomes a Subsidiary of the Company and were not created in anticipation thereof; Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.01(r); provided that (A) such Liens are incurred prior to or within 270 days after the acquisition of such fixed or capital assets (or substantially contemporaneously with refinancings of such Indebtedness that do not increase the principal amount thereof) and (B) such Liens do not at any time there encumber any property other than the property financed by such Indebtedness, except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the proceeds and the products thereof and individual financings or leases of equipment provided by one lender or lessor may be cross collateralized to other financings of equipment provided by such lender or lessor; Liens upon real property and/or related fixtures and personal property including insurance and condemnation proceeds, if any, and assignment of leases and rents, securing Indebtedness permitted by Section 7.01(f); Liens upon property of any Wholly Owned Subsidiary of the Parent Company securing Indebtedness of such Subsidiary to the Company or to another Subsidiary (which Subsidiary shall be a Loan Party if the debtor in respect of such Indebtedness is a Loan Party), as permitted by Section 7.01(c). Liens under Sale/Leaseback Transactions and Synthetic Leases permitted by Section 7.10; provided that directly no such Lien shall extend to or indirectly owns Equity Interests cover any property other than the property subject to such Sale/Leaseback Transactions and/or Synthetic Leases; Liens arising in the Borrowerordinary course of business (A) in connection with the Cash Management Practices, to, create, assume or incur any Lien (other than Permitted including Liens of securing borrowings from financial institutions and their Affiliates to the types described extent specified in clauses (a) and (f) of the definition of “Cash Management Practices” and (B) securing Indebtedness permitted by Section 7.01(l); the term “Permitted Liens”) upon rights reserved or vested by the Equity Interests of the Borrower Company or any other Wholly Owned Subsidiary directly of its Subsidiaries in any Person by the terms of any lease, license, franchise, grant or indirectly owning Equity Interests of permit or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for continuance thereof; Liens (i) of a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which collection bank arising under Section 4-210 of the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien UCC on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained items in the Loan Documentscourse of collection, or (ii) attaching to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained brokerage accounts incurred in the organizational documents ordinary course of such Person or any document, instrument or agreement evidencing Secured Indebtedness business and (iii) in favor of such Person permitted to exist pursuant to this Agreement.a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

Liens; Negative Pledge. (a) The Borrower shall notCreate, and the Borrower shall not incur, assume or permit any Eligible Property Subsidiary to create, assume, or incur exist any Lien (other than Permitted Liens) upon on or with respect to any of its properties, assets, income properties or profits of any character assets (whether now owned or hereafter acquired) except for: (i) Liens in respect of Permitted Encumbrances; (ii) Liens securing Indebtedness permitted under Section 7.3(i), (ii), (vii), (x), (xi), (xx) (provided that with respect to Liens securing Indebtedness permitted under Section 7.3(xx), such Liens do not attach to any assets of the Borrower and its Restricted Subsidiaries other than the assets acquired if immediately prior pursuant to such Permitted Acquisition or investment) or (xxiii) (or under Section 7.3(xxv) in respect of Indebtedness constituting Refinancing Debt with respect to Indebtedness described in Section 7.3 (i), (iv), (vii), (x), (xi), (xx) or (xxiii)); (iii) Liens solely on any xxxx xxxxxxx money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (iv) Liens securing Indebtedness permitted under Section 7.3(xx) (or under Section 7.3(xxv) in respect of Indebtedness constituting Refinancing Debt with respect to Indebtedness described in Section 7.3(xx)); provided that such Liens shall not extend to any assets of the Loan Parties or their Restricted Subsidiaries (other than the assets or Stock acquired in such Permitted Acquisition or other Investment to the creation, assumption extent the Liens on such assets or incurring Stock were not incurred in contemplation of such LienPermitted Acquisition or Investment); (v) other Liens securing Indebtedness in an aggregate outstanding principal amount not to exceed the greater of (x) $35,000,000 and (y) 20% of TTM Consolidated EBITDA at the time of incurrence; (vi) Liens on Stock of Unrestricted Subsidiaries; (vii) (a) Liens on Stock of Joint Ventures securing capital contributions to or obligations of such persons and (b) customary rights of first refusal and tag, or immediately thereafter, a Default or Event of Default is or would be drag and similar rights in existence, including, without limitation, a Default or Event of Default resulting from a violation joint venture agreements and investment documentation of any Joint Venture; (viii) Liens in respect of an agreement to dispose of any asset, to the extent such disposal is permitted by Section 7.8 and such Liens apply only to the assets to be disposed of; (ix) Liens (a) arising due to any cash pooling, netting or composite accounting arrangements between the Borrower and any of its Restricted Subsidiaries or between any one or more of such persons and one or more banks or other financial institutions where any such person maintains deposits, and (b) of a collection bank (including those arising under Section 4-210 of the covenants contained Uniform Commercial Code) on the items in the course of collection; (x) 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; (xi) Liens incurred in the ordinary course of business on securities to secure repurchase and reverse repurchase obligations in respect of such securities; provided that the related repurchase agreement constitutes a Cash Equivalent; (xii) Liens on goods the purchase price of which is financed by a documentary letter of credit; provided that such Xxxx secures only the obligations of the Borrower or a Subsidiary in respect of such letter of credit to the extent it is permitted under Section 9.1.7.3; and (xiii) licenses or sublicenses of Intellectual Property granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of Holdings and its Restricted Subsidiaries; (b) The Parent shall notBecome a party to any agreement, note, indenture or instrument, or take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of Administrative Agent, on behalf of itself and shall the other Secured Parties, as additional collateral for the Obligations, except for: (i) customary provisions in leases restricting the subletting or assignment thereof; (ii) customary provisions in agreements, licenses or sublicenses entered into in the ordinary course of business restricting assignment, sublicense or transfer of such agreement, license or sublicense; (iii) customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (A) such restrictions and conditions apply only to the property to be sold and (B) such sale is permitted hereunder; (iv) any agreement in effect at the time any Person becomes a Loan Party or a Restricted Subsidiary; provided that such agreement was not permit any Wholly Owned Subsidiary entered into in connection with or in contemplation of such person becoming a Loan Party or Restricted Subsidiary; (v) with respect to Joint Ventures, provisions in partnership agreements, limited liability company agreements, organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the Parentassets of, if at or ownership interests in such partnership, limited liability company or similar Person, or prohibit Liens, or contain negative pledge provisions, with respect to the assets of, or Equity Interests in, any time there such Person; provided that such agreements or obligations were not entered into in contemplation hereof; (vi) negative pledges and restrictions on Liens (A) in favor of any holder of Indebtedness permitted under Section 7.3 but, in the case of Indebtedness permitted under Section 7.3(i), solely to the extent such negative pledge or restriction extends solely to the property financed by such Indebtedness, accessions thereto and the proceeds and the products thereof, (B) imposed by Law or by a Loan Document and (C) contained in any agreements relating to the sale of a Loan Party or a Restricted Subsidiary or any other asset pending such sale; provided that such restriction and any conditions apply only to the Loan Party or Restricted Subsidiary that is, or the assets that are, to be sold and such sale is any Wholly Owned Subsidiary permitted hereunder or a condition to the closing of such sale is the payment in full of the Parent that directly Obligations or indirectly owns Equity Interests a consent under this Agreement; (vii) restrictions and conditions on cash or other deposits imposed by customers under contracts entered into in the Borrowerordinary course of business; and (viii) other restrictions and conditions imposed by any amendments, tomodifications, createrestatements, assume renewals, increases, supplements, refundings, replacements or incur any Lien (other than Permitted Liens refinancings of the types described contracts, instruments or obligations referred to in clauses (ab)(i) and through (fb)(vii) of above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests good faith judgment of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those restrictions contained in the Loan Documentsprior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementrefinancing.

Liens; Negative Pledge. (a) The Borrower shall not, and Neither the Borrower shall not permit any Eligible Property Subsidiary to create, assume, or incur any Lien (other than Permitted Liens) upon nor any of its propertiesSubsidiaries will create, assets, income assume or profits suffer to exist any Lien with respect to any of its property or assets of any character kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired if immediately prior to by it, except: (a) Liens existing on the creation, assumption or incurring date of such Lien, or immediately thereafter, a Default or Event this Credit Agreement and set forth on Schedule 5.07 securing Debt outstanding on the date of Default is or would be this Credit ------------- Agreement in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.an aggregate principal amount not exceeding $3,198,899.00; (b) The Parent shall not, any Lien existing on any asset of any Person at the time such Person becomes a Consolidated Subsidiary and shall not permit created in contemplation of such event; (c) any Wholly Owned Subsidiary Lien on any asset securing Debt incurred or assumed for the purpose of financing all or any part of the Parentcost of acquiring or constructing such asset, if at any time there is any Wholly Owned Subsidiary provided that such Lien attaches to such asset -------- concurrently with or within 120 days after the acquisition or completion of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur construction thereof; (d) any Lien on any asset of any Person existing at the time such Person is merged or consolidated with or into the Borrower or a Consolidated Subsidiary and not created in contemplation of such event; (other than Permitted Liens e) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Consolidated Subsidiary and not created in contemplation of the types described in clauses (a) and such acquisition; (f) Liens securing Debt owing by any Subsidiary to the Borrower; (g) any Lien arising out of the definition refinancing, extension, renewal or refunding of any Debt secured by any Lien permitted by any of the term “foregoing paragraphs of this Section, provided that (i) such Debt is not secured by -------- any additional assets, and (ii) the amount of such Debt secured by any such Lien is not increased; (h) Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (i) Liens in connection with Permitted Liens”Receivables Financings permitted under Section 5.10; (j) upon Liens involuntarily imposed and being contested in good faith, subject to the Equity Interests Borrower or such Subsidiary having established reasonable reserves therefor to the extent required under GAAP; (k) Liens against the assets of Aladdin under the Catoosa Co. IRB solely to the extent existing as of the date hereof; (l) Liens against the assets of Aladdin under the Summerville City IRB solely to the extent existing as of the date hereof; (m) Liens in favor of the Administrative Agent (or other Person acting as a collateral agent, trustee or in a similar capacity) for the benefit of the Lenders and securing any of the Obligations; and (n) Liens securing other Debt of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of its Subsidiaries required to be granted under the terms of the Borrowerdocuments, which instruments or agreements evidencing such Debt so that such Debt is equally and ratably secured with the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) Obligations to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests Obligations become secured by Liens permitted under the immediately preceding subsection (m). provided that Liens permitted by the foregoing paragraphs (b) through (g) shall -------- at no time secure Debt in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementan aggregate amount exceeding $25,000,000.

Liens; Negative Pledge. (a) The Borrower shall notCreate, and the Borrower shall not incur, assume or permit any Eligible Property Subsidiary to create, assume, or incur exist any Lien (other than Permitted Liens) upon on or with respect to any of its properties, assets, income properties or profits of any character assets (whether now owned or hereafter acquired) except for: (i) Liens in respect of Permitted Encumbrances; (ii) Liens securing Indebtedness permitted under Section 7.3(i), (ii), (vii), (x), (xi), (xx) (provided that with respect to Liens securing Indebtedness permitted under Section 7.3(xx), such Liens do not attach to any assets of the Borrower and its Restricted Subsidiaries other than the assets acquired if immediately prior pursuant to such Permitted Acquisition or investment) or (xxiii) (or under Section 7.3(xxv) in respect of Indebtedness constituting Refinancing Debt with respect to Indebtedness described in Section 7.3 (i), (iv), (vii), (x), (xi), (xx) or (xxiii)); (iii) Liens solely on any xxxx xxxxxxx money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (iv) Liens securing Indebtedness permitted under Section 7.3(xx) (or under Section 7.3(xxv) in respect of Indebtedness constituting Refinancing Debt with respect to Indebtedness described in Section 7.3(xx)); provided that such Liens shall not extend to any assets of the Loan Parties or their Restricted Subsidiaries (other than the assets or Stock acquired in such Permitted Acquisition or other Investment to the creation, assumption extent the Liens on such assets or incurring Stock were not incurred in contemplation of such LienPermitted Acquisition or Investment); (v) other Liens securing Indebtedness in an aggregate outstanding principal amount not to exceed the greater of (x) $35,000,000 and (y) 20% of TTM Consolidated EBITDA at the time of incurrence; (vi) Liens on Stock of Unrestricted Subsidiaries; (vii) (a) Liens on Stock of Joint Ventures securing capital contributions to or obligations of such persons and (b) customary rights of first refusal and tag, or immediately thereafter, a Default or Event of Default is or would be drag and similar rights in existence, including, without limitation, a Default or Event of Default resulting from a violation joint venture agreements and investment documentation of any Joint Venture; (viii) Liens in respect of an agreement to dispose of any asset, to the extent such disposal is permitted by Section 7.8 and such Liens apply only to the assets to be disposed of; (ix) Liens (a) arising due to any cash pooling, netting or composite accounting arrangements between the Borrower and any of its Restricted Subsidiaries or between any one or more of such persons and one or more banks or other financial institutions where any such person maintains deposits, and (b) of a collection bank (including those arising under Section 4-210 of the covenants contained Uniform Commercial Code) on the items in the course of collection; (x) 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; (xi) Liens incurred in the ordinary course of business on securities to secure repurchase and reverse repurchase obligations in respect of such securities; provided that the related repurchase agreement constitutes a Cash Equivalent; (xii) Liens on goods the purchase price of which is financed by a documentary letter of credit; provided that such Lien secures only the obligations of the Borrower or a Subsidiary in respect of such letter of credit to the extent it is permitted under Section 9.1.7.3; and (xiii) licenses or sublicenses of Intellectual Property granted by Holdings or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of Holdings and its Restricted Subsidiaries; (b) The Parent shall notBecome a party to any agreement, note, indenture or instrument, or take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of Administrative Agent, on behalf of itself and shall the other Secured Parties, as additional collateral for the Obligations, except for: (i) customary provisions in leases restricting the subletting or assignment thereof; (ii) customary provisions in agreements, licenses or sublicenses entered into in the ordinary course of business restricting assignment, sublicense or transfer of such agreement, license or sublicense; (iii) customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided that (A) such restrictions and conditions apply only to the property to be sold and (B) such sale is permitted hereunder; (iv) any agreement in effect at the time any Person becomes a Loan Party or a Restricted Subsidiary; provided that such agreement was not permit any Wholly Owned Subsidiary entered into in connection with or in contemplation of such person becoming a Loan Party or Restricted Subsidiary; (v) with respect to Joint Ventures, provisions in partnership agreements, limited liability company agreements, organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of the Parentassets of, if at or ownership interests in such partnership, limited liability company or similar Person, or prohibit Liens, or contain negative pledge provisions, with respect to the assets of, or Equity Interests in, any time there such Person; provided that such agreements or obligations were not entered into in contemplation hereof; (vi) negative pledges and restrictions on Liens (A) in favor of any holder of Indebtedness permitted under Section 7.3 but, in the case of Indebtedness permitted under Section 7.3(i), solely to the extent such negative pledge or restriction extends solely to the property financed by such Indebtedness, accessions thereto and the proceeds and the products thereof, (B) imposed by Law or by a Loan Document and (C) contained in any agreements relating to the sale of a Loan Party or a Restricted Subsidiary or any other asset pending such sale; provided that such restriction and any conditions apply only to the Loan Party or Restricted Subsidiary that is, or the assets that are, to be sold and such sale is any Wholly Owned Subsidiary permitted hereunder or a condition to the closing of such sale is the payment in full of the Parent that directly Obligations or indirectly owns Equity Interests a consent under this Agreement; (vii) restrictions and conditions on cash or other deposits imposed by customers under contracts entered into in the Borrowerordinary course of business; and (viii) other restrictions and conditions imposed by any amendments, tomodifications, createrestatements, assume renewals, increases, supplements, refundings, replacements or incur any Lien (other than Permitted Liens refinancings of the types described contracts, instruments or obligations referred to in clauses (ab)(i) and through (fb)(vii) of above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests good faith judgment of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not materially more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those restrictions contained in the Loan Documentsprior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementrefinancing.

Liens; Negative Pledge. (a) a. The Borrower shall Company will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: i. Liens under and contemplated by the Collateral Documents, including, without limitation, UCC financing statements and UCC fixture filings filed in connection therewith; ii. Liens in existence on the Closing Date and, in the case of any such Liens securing obligations in an amount of $1,000,000 or more, listed on Schedule VI; iii. Permitted Encumbrances; iv. Liens upon property of any Person which becomes a Subsidiary of the Company after the Closing Date, including any such Liens securing Indebtedness permitted pursuant to Section 7.01(e); provided that such Liens are in existence at the time such Person becomes a Subsidiary of the Company and were not created in anticipation thereof; v. Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.01(r); provided that (A) such Liens are incurred prior to or within 270 days after the acquisition of such fixed or capital assets (or substantially contemporaneously with refinancings of such Indebtedness that do not increase the principal amount thereof) and (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the Borrower proceeds and the products thereof and individual financings or leases of equipment provided by one lender or lessor may be cross collateralized to other financings of equipment provided by such lender or lessor; vi. Liens upon real property securing Indebtedness permitted by Section 7.01(f); vii. Liens upon property of any Subsidiary of the Company securing Indebtedness of such Subsidiary to the Company or to another Subsidiary (which Subsidiary shall be a Loan Party if the debtor in respect of such Indebtedness is a Loan Party), as permitted by Section 7.01(c). viii. Liens under Sale/Leaseback Transactions and Synthetic Leases permitted by Section 7.10; provided that no such Lien shall extend to or cover any property other than the property subject to such Sale/Leaseback Transactions and/or Synthetic Leases; ix. Liens arising in the ordinary course of business (A) in connection with the Cash Management Practices, including Liens securing borrowings from financial institutions and their Affiliates to the extent specified in the definition of “Cash Management Practices” and (B) securing Indebtedness permitted by Section 7.01(l); x. the rights reserved or vested by the Company or any of its Subsidiaries in any Person by the terms of any lease, license, franchise, grant or permit or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; xi. Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; xii. Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired or intended to be acquired as part of an Acquisition permitted pursuant to Section 7.03 to be applied against the purchase price for such Acquisition, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.06; xiii. Liens arising from precautionary UCC financing statement filings (or similar filings under applicable law) regarding leases entered into by any Loan Party in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder); xiv. assignments of the right to receive income effected as (i) part of the sale of a business unit or (ii) for collection purposes in the ordinary course of business; xv. 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; xvi. Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business; xvii. Liens on the assets of a Securitization Subsidiary securing Indebtedness under any Securitization Financing permitted under Section 7.01(t); provided that such Lien does not at any time encumber any property other than the property financed by such Indebtedness; xviii. so long as no Default has occurred and is continuing, other Liens securing obligations in an aggregate amount not to exceed $125,000,000 at any time outstanding; and xix. any extension, renewal or replacement of the foregoing, provided that the Liens permitted under this clause (xix) shall not permit be spread to cover any Eligible Property Subsidiary to create, assume, additional Indebtedness or incur any Lien obligations or property (other than Permitted Liensa substitution of like property) and shall continue to be included in calculating any availability under each relevant preceding paragraph. b. Except with respect to (i) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an Asset Sale or other Disposition, including a Securitization Financing, (ii) provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (iii) agreements granting Liens permitted by this Agreement, (iv) agreements in effect on the Closing Date, (v) provisions in Joint Venture agreements and other similar agreements entered into in the ordinary course of business, (vi) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (vii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (viii) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither the Company nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, properties or assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to secure the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1Obligations. (b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (a) The No Borrower shall, and no Borrower shall not, and the Borrower shall not permit any Eligible Property other Loan Party or any Subsidiary to to, create, assume, or incur any Lien (other than (x) Permitted LiensLiens and (y) the Liens set forth on Schedule 6.1.(f) and any modifications, replacements, renewals or extensions thereof; provided, that (i) no such Lien extends to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) such modification, replacement, renewal or extension of such Lien does not cause a Default or Event of Default) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Parent shall notNo Borrower shall, and no Borrower shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower Loan Party or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an agreement (x) evidencing Indebtedness which the Borrower such Borrower, such other Loan Party or such direct or indirect owner Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such IndebtednessIndebtedness as of the date such agreement was entered into; (Bii) an agreement relating to the sale of a Permitted Sale RestrictionSubsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (Ciii) an any agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) relating to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this AgreementPari Passu Indebtedness.

Liens; Negative Pledge. (a) The Borrower shall Company will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (i) Liens under and contemplated by the Borrower Collateral Documents, including, without limitation, UCC financing statements and UCC fixture filings filed in connection therewith; (ii) Liens in existence on the Closing Date and, in the case of any such Liens securing obligations in an amount of $1,000,000 or more, listed on Schedule VI; (iii) Permitted Encumbrances; (iv) Liens upon property of any Person which becomes a Subsidiary of the Company after the Closing Date, provided that (i) such Liens are in existence at the time such Person becomes a Subsidiary of the Company and were not created in anticipation thereof and (ii) the Senior Secured Leverage Ratio on a pro forma basis after giving effect to such Person’s becoming a Subsidiary of the Company shall be at least 0.25x less than the Senior Secured Leverage Ratio required pursuant to Section 7.09(c) at that time; (v) Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.01(r) to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (iii) the amount of Indebtedness secured thereby is not increased. (vi) Liens upon real property securing Indebtedness permitted by Section 7.01(f); (vii) Liens upon property of any Subsidiary of the Company securing Indebtedness of such Subsidiary to the Company or to another Subsidiary (which Subsidiary shall be a Loan Party if the debtor in respect of such Indebtedness is a Loan Party), as permitted by Section 7.01(c); (viii) Liens under Sale/Leaseback Transactions and Synthetic Leases permitted by Section 7.10; provided that no such Lien shall extend to or cover any property other than the property subject to such Sale/Leaseback Transactions and/or Synthetic Leases; (ix) Liens arising in the ordinary course of business (a) in connection with the Cash Management Practices, including Liens securing borrowings from financial institutions and their Affiliates to the extent specified in the definition of “Cash Management Practices” and (b) securing Indebtedness permitted by Section 7.01(o); (x) the rights reserved or vested by the Company or any of its Subsidiaries in any Person by the terms of any lease, license, franchise, grant or permit or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (xi) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (xii) Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired as part of an Acquisition permitted pursuant to Section 7.06 to be applied against the purchase price for such Acquisition, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.06; (xiii) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable law) regarding leases entered into by any Loan Party in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder); (xiv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business; (xv) so long as no Default has occurred and is continuing, other Liens securing obligations in an aggregate amount not to exceed $100,000,000 at any time outstanding; and (xvi) any extension, renewal or replacement of the foregoing, provided that the Liens permitted under this clause (xvi) shall not permit be spread to cover any Eligible Property Subsidiary to create, assume, additional Indebtedness or incur any Lien obligations or property (other than Permitted Liensa substitution of like property) and shall continue to be included in calculating any availability under each relevant preceding paragraph. (b) Except with respect to (i) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an Asset Sale, (ii) provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (iii) agreements granting Liens permitted by this Agreement, (iv) agreements in effect on the Closing Date, (v) provisions in Joint Venture agreements and other similar agreements entered into in the ordinary course of business, (vi) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (vii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (viii) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither the Company nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, properties or assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to secure the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1Obligations. (b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (ai) The Parent and the Borrower shall not, and the Borrower shall not permit any Eligible Property other Loan Party or any Subsidiary to of the Parent to, create, assume, or incur incur, permit or suffer to exist any Lien (other than Permitted Liens) upon any of its material properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1Sections 10.1 and 10.8. (bj) The Parent and the Borrower shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at other Loan Party or any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) this Agreement and the other Loan Documents, (ii) any Indebtedness outstanding on the Agreement Date identified on Schedule 10.2, (iii) an agreement (x) evidencing Indebtedness which the Borrower Parent, the Borrower, any other Loan Party or such direct or indirect owner may createany Subsidiary of the Parent is not prohibited from creating, incurincurring, assumeassuming, or permit permitting or suffer suffering to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist not prohibited under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property (including proceeds or products thereof) securing such IndebtednessIndebtedness as of the date such agreement was entered into; (B) a Permitted Sale Restriction; or (Civ) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that evidences Unsecured Indebtedness which contains restrictions on encumbering in any such case the Negative Pledge applies only to the Subsidiary or the assets that are not more restrictive the subject of such sale; (v) any prohibition or limitation that exists pursuant to Applicable Law; (vi) any customary prohibitions that restrict subletting or assignment of any lease governing a leasehold interest of Parent, the Borrower or any Subsidiary of the Parent; (vii) joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the Equity Interests in such Person) that is the subject thereof; (viii) agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than those on a pro rata basis; (ix) customary restrictions and conditions contained in agreements relating to any acquisition or other investment that is otherwise permitted under this Agreement; (x) any agreement in effect at the time a Person becomes a Subsidiary of the Parent, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Parent, which encumbrance or restriction is not applicable to the properties or assets of any Loan DocumentsParty or other Subsidiary of the Parent; and (xi) amendments, or (ii) refinancings, extensions and renewals of any of the foregoing, to the extent constituting otherwise not prohibited, provided, that such amendments, refinancings, extensions and renewals are, taken as a Negative Pledgewhole, a restriction on the direct no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment, refinancing, extension or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementrenewal.

Liens; Negative Pledge. (a) The Neither the Parent nor the Borrower shall notshall, and neither the Parent nor the Borrower shall not permit any Eligible Property other Loan Party or any other Subsidiary to (excluding any Joint Venture) to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Neither the Parent shall notnor the Borrower shall, and neither the Parent nor the Borrower shall not permit any Wholly Owned other Loan Party or, subject to Section 12.14., any other Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (aan Excluded Subsidiary) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an agreement (x) evidencing Indebtedness which the Borrower Parent, the Borrower, such Loan Party or such direct or indirect owner Subsidiary may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such IndebtednessIndebtedness as of the date such agreement was entered into; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) an agreement relating to the extent constituting sale of a Negative PledgeSubsidiary or assets pending such sale, a restriction on the direct or indirect transfer of Equity Interests provided that in any Excluded Subsidiary, Unconsolidated Affiliate such case the Negative Pledge applies only to the Subsidiary or any Subsidiary the assets that is not a Wholly Owned Subsidiary contained in are the organizational documents subject of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementsale.

Liens; Negative Pledge. (a) The Borrower shall not, and the Borrower shall not permit any Subsidiary that owns one or more Eligible Property Properties included in the calculation of Unencumbered Asset Value or Unencumbered NOI, or any Subsidiary that directly or indirectly owns any Equity Interest in any Subsidiary that owns one or more Eligible Properties included in the calculation of Unencumbered Asset Value or Unencumbered NOI to create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Subsidiary that owns one or more Eligible Property Properties included in the calculation of Unencumbered Asset Value or Unencumbered NOI, or any Subsidiary that directly or indirectly owns any Equity Interest in any Subsidiary that owns one or more Eligible Properties included in the calculation of Unencumbered Asset Value or Unencumbered NOI to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (a) The Borrower shall Company will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (i) Liens under and contemplated by the Collateral Documents, including, without limitation, UCC financing statements and UCC fixture filings filed in connection therewith; (ii) Liens in existence on the Closing Date and, in the case of any such Liens securing obligations in an amount of $1,000,000 or more, listed on Schedule VI; (iii) Permitted Encumbrances; (iv) Liens upon property of any Person which becomes a Subsidiary of the Company after the Closing Date, provided that (i) such Liens are in existence at the time such Person becomes a Subsidiary of the Company and were not created in anticipation thereof and (ii) the Total Leverage Ratio on a Pro Forma Basis (and giving effect to such Person’s becoming a Subsidiary of the Company and any Indebtedness incurred in connection therewith) shall be at least 0.25x less than the Total Leverage Ratio required pursuant to Section 7.09(a) at that time; (v) Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.01(t) to finance the acquisition of fixed or capital assets (and, with respect to any such Indebtedness that is secured pursuant to this Section 7.02(a)(v), any refinancings thereof that do not increase the principal amount thereof other than as a result of any accrued interest and fees in connection therewith), provided that (i) such Liens are incurred prior to or within 270 days after the acquisition of such fixed or capital assets (or substantially contemporaneously with refinancings of such Indebtedness that do not increase the principal amount thereof) and (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the Borrower proceeds and the products thereof and individual financings or leases of equipment provided by one lender or lessor may be cross collateralized to other financings of equipment provided by such lender or lessor; (vi) Liens upon real property securing Indebtedness permitted by Section 7.01(f); (vii) Liens upon property of any Subsidiary of the Company securing Indebtedness of such Subsidiary to the Company or to another Subsidiary (which Subsidiary shall be a Loan Party if the debtor in respect of such Indebtedness is a Loan Party), as permitted by Section 7.01(c); (viii) Liens under Sale/Leaseback Transactions and Synthetic Leases permitted by Section 7.10; provided that no such Lien shall extend to or cover any property other than the property subject to such Sale/Leaseback Transactions and/or Synthetic Leases; (ix) Liens arising in the ordinary course of business (a) in connection with the Cash Management Practices, including Liens securing borrowings from financial institutions and their Affiliates to the extent specified in the definition of “Cash Management Practices” and (b) securing Indebtedness permitted by Section 7.01(o); (x) the rights reserved or vested by the Company or any of its Subsidiaries in any Person by the terms of any lease, license, franchise, grant or permit or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (xi) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (xii) Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired or intended to be acquired as part of an Acquisition permitted pursuant to Section 7.06 to be applied against the purchase price for such Acquisition, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.06; (xiii) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable law) regarding leases entered into by any Loan Party in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder); (xiv) assignments of the right to receive income effected as (i) part of the sale of a business unit or (ii) for collection purposes in the ordinary course of business; (xv) 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; (xvi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business; (xvii) so long as no Default has occurred and is continuing, other Liens securing obligations in an aggregate amount not to exceed $125,000,000 at any time outstanding; (xviii) Liens on the assets of a Securitization Vehicle securing Indebtedness under any Securitization Financing permitted under Section 7.01(v); and (xix) any extension, renewal or replacement of the foregoing, provided that the Liens permitted under this clause (xix) shall not permit be spread to cover any Eligible Property Subsidiary to create, assume, additional Indebtedness or incur any Lien obligations or property (other than Permitted Liensa substitution of like property) and shall continue to be included in calculating any availability under each relevant preceding paragraph. (b) Except with respect to (i) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an Asset Sale or other Disposition, including a Securitization Financing, (ii) provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (iii) agreements granting Liens permitted by this Agreement, (iv) agreements in effect on the Closing Date, (v) provisions in Joint Venture agreements and other similar agreements entered into in the ordinary course of business, (vi) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (vii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (viii) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither the Company nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, properties or assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to secure the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1Obligations. (b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (a) The Neither the Parent nor the Borrower shall notshall, and neither the Parent nor the Borrower shall not permit any Eligible Property other Loan Party or any other Subsidiary to (i) create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. or (ii) create, assume, incur or permit to suffer any Lien on any Collateral other than Permitted Liens of the types described in clauses (a) and (f) of the definition of Permitted Liens; provided, however, an Excluded Subsidiary may modify, replace, renew or extend a Lien upon its property that secures such Excluded Subsidiary’s Nonrecourse Indebtedness notwithstanding that a Default or Event of Default is in existence at the time of such modification, replacement, renewal or extension, so long as (i) such Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) the terms of such modification, replacement, renewal or extension are not adverse to the interests of the Lenders and (iii) such modification, replacement, renewal or extension does not cause an additional Default or Event of Default. (b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Neither the Parent nor the Borrower shall notshall, and neither the Parent nor the Borrower shall not permit any Eligible Property other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower Borrower, such Loan Party, such Subsidiary or such direct or indirect owner the Parent may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) an agreement relating to the sale of a Permitted Sale RestrictionSubsidiary or assets pending such sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or the assets that are the subject of such sale; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents; provided, that such agreement does not contain a Negative Pledge that applies to any Collateral or any property that is required to be Collateral, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (a) The Borrower shall Company will not, nor will it permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (i) Liens under and contemplated by the Collateral Documents, including, without limitation, UCC financing statements and UCC fixture filings filed in connection therewith; (ii) Liens in existence on the Closing Date and, in the case of any such Liens securing obligations in an amount of $1,000,000 or more, listed on Schedule VI; (iii) Permitted Encumbrances; (iv) Liens upon property of any Person which becomes a Subsidiary of the Company after the Closing Date, including any such Liens securing Indebtedness permitted pursuant to Section 7.01(e); provided that such Liens are in existence at the time such Person becomes a Subsidiary of the Company and were not created in anticipation thereof; (v) Liens securing Indebtedness of the Company or any Subsidiary incurred pursuant to Section 7.01(r); provided that (A) such Liens are incurred prior to or within 270 days after the acquisition of such fixed or capital assets (or substantially contemporaneously with refinancings of such Indebtedness that do not increase the principal amount thereof) and (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to the property that is affixed or incorporated into the property covered by such Lien or financed with the proceeds of such Indebtedness and the Borrower proceeds and the products thereof and individual financings or leases of equipment provided by one lender or lessor may be cross collateralized to other financings of equipment provided by such lender or lessor; (vi) Liens upon real property securing Indebtedness permitted by Section 7.01(f); (vii) Liens upon property of any Subsidiary of the Company securing Indebtedness of such Subsidiary to the Company or to another Subsidiary (which Subsidiary shall be a Loan Party if the debtor in respect of such Indebtedness is a Loan Party), as permitted by Section 7.01(c). (viii) Liens under Sale/Leaseback Transactions and Synthetic Leases permitted by Section 7.10; provided that no such Lien shall extend to or cover any property other than the property subject to such Sale/Leaseback Transactions and/or Synthetic Leases; (ix) Liens arising in the ordinary course of business (A) in connection with the Cash Management Practices, including Liens securing borrowings from financial institutions and their Affiliates to the extent specified in the definition of “Cash Management Practices” and (B) securing Indebtedness permitted by Section 7.01(l); (x) the rights reserved or vested by the Company or any of its Subsidiaries in any Person by the terms of any lease, license, franchise, grant or permit or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require periodic payments as a condition to the continuance thereof; (xi) Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to brokerage accounts incurred in the ordinary course of business and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (xii) Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired or intended to be acquired as part of an Acquisition permitted pursuant to Section 7.03 to be applied against the purchase price for such Acquisition, or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.06; (xiii) Liens arising from precautionary UCC financing statement filings (or similar filings under applicable law) regarding leases entered into by any Loan Party in the ordinary course of business (and Liens consisting of the interests or title of the respective lessors thereunder); (xiv) assignments of the right to receive income effected as (i) part of the sale of a business unit or (ii) for collection purposes in the ordinary course of business; (xv) 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; (xvi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into in the ordinary course of business; (xvii) Liens on the assets of a Securitization Subsidiary securing Indebtedness under any Securitization Financing permitted under Section 7.01(t); provided that such Lien does not at any time encumber any property other than the property financed by such Indebtedness; (xviii) so long as no Default has occurred and is continuing, other Liens securing obligations in an aggregate amount not to exceed $125,000,000 at any time outstanding; and (xix) any extension, renewal or replacement of the foregoing, provided that the Liens permitted under this clause (xix) shall not permit be spread to cover any Eligible Property Subsidiary to create, assume, additional Indebtedness or incur any Lien obligations or property (other than Permitted Liensa substitution of like property) and shall continue to be included in calculating any availability under each relevant preceding paragraph. (b) Except with respect to (i) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to an Asset Sale or other Disposition, including a Securitization Financing, (ii) provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (iii) agreements granting Liens permitted by this Agreement, (iv) agreements in effect on the Closing Date, (v) provisions in Joint Venture agreements and other similar agreements entered into in the ordinary course of business, (vi) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (vii) customary provisions restricting assignment of any agreement entered into in the ordinary course of business, and (viii) any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the agreement so amended, refinanced or replaced), neither the Company nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties, properties or assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to secure the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1Obligations. (b) The Parent shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.

Liens; Negative Pledge. (a) The Parent and the Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to or any other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; provided, however, an Excluded Subsidiary may modify, replace, renew or extend a Lien upon its property that secures such Excluded Subsidiary's Nonrecourse Indebtedness notwithstanding that a Default or Event of Default is in existence at the time of such modification, replacement, renewal or extension, so long as (i) such Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) the terms of such modification, replacement, renewal or extension are not adverse to the interests of the Lenders and (iii) such modification, replacement, renewal or extension does not cause an additional Default or Event of Default. (b) The Parent and the Borrower shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an the Existing Credit Agreement; (ii) any agreement (x) evidencing Indebtedness which of such Person, but only to the Borrower extent that neither a Default or Event of Default is in existence at the time such direct Indebtedness is created, incurred or indirect owner may createassumed, incurnor would result from the creation, assumeincurrence or assumption of such Indebtedness (including without limitation, a Default or permit or suffer to exist under this Agreement, Event of Default resulting from a violation of any of the covenants contained in Section 9.1.); (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documentspursuant to this Agreement, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an Indebtedness as of the date such agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementwas entered into.

Liens; Negative Pledge. (a) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1. (b) The Parent shall not, and shall not permit any Wholly Owned of its Subsidiaries to, (i) at any time create, incur, assume or suffer to exist any Lien on any of its respective property or assets, tangible or intangible, now owned or hereafter acquired, except, Permitted Liens, and (ii) at any time, directly or indirectly, enter into any Contractual Obligation that prohibits or restricts the Borrower’s or its Subsidiaries’ ability to grant a security interest or Lien on any of the Collateral to the Collateral Agent or any of the other Secured Parties in connection with this Agreement or any other Loan Document (as such Agreement or Loan Documents may be amended, restated, modified or supplemented); provided that the foregoing clause (ii) shall not apply to any Contractual Obligations which: (A) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the ParentBorrower, if at any time there is any Wholly Owned so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Subsidiary of the Parent that directly Borrower and do not extend beyond such Subsidiary and its subsidiaries; (B) arise in connection with any Permitted Lien under clause (vii) of such definition to the extent such restrictions relate to the assets (and any proceeds in respect thereof) which are the subject of such Lien; (C) arise under loan documents or indirectly owns Equity Interests other agreements in the Borrower, to, create, assume or incur any Lien connection with Debt permitted by Section 8.02(a) (other than secured Debt permitted by Section 8.02(a)(viii)) (including the ABL Documents and documents in connection with the Permitted Liens Secured Letter of Credit Facility), and documents in connection with the Permitted Refinancing of any of the types described foregoing; provided that such restrictions (i) apply solely to Non-Guarantor Subsidiaries or (ii) are no more restrictive with respect to the Borrower and its Subsidiaries than the limitations (taken as a whole) set forth in clauses the Loan Documents and do not materially impair the Borrower’s ability to grant the security interests to the Collateral Agent contemplated by the Loan Documents or pay the Obligations under the Loan Documents as and when due (aas reasonably determined in good faith by the Borrower); (D) are contained in agreements relating to any Disposition permitted by Section 8.02(d) solely with respect to the assets that are the subject of such Disposition; (E) are customary provisions in joint venture agreements and other similar agreements applicable solely to such joint venture or the equity interests therein; (fF) are customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby, so long as such restrictions relate solely to the assets subject thereto; (G) are customary provisions restricting subletting or assignment of the definition of the term “Permitted Liens”) upon the Equity Interests any lease governing a leasehold interest of the Borrower or any Subsidiary; (H) are customary limitations existing under or by reason of leases entered into in the ordinary course of business; (I) are restrictions on cash or other Wholly Owned Subsidiary directly deposits imposed under contracts entered into in the ordinary course of business; (J) are customary provisions restricting assignment of any agreements; (K) are restrictions imposed by any agreement relating to any Permitted Receivables Financing to the extent that such restrictions relate to the assets (and any proceeds in respect thereof) that are the subject of such Permitted Receivables Financing; or (L) are set forth in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or indirectly owning Equity Interests refinancing of the Contractual Obligations referred to in clauses (A) through (K) above; provided, that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer materially less favorable to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing Party with respect to such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive limitations than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist applicable pursuant to this Agreementsuch Contractual Obligation prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

Liens; Negative Pledge. (a) The Parent and the Borrower shall not, and the Borrower shall not permit any Eligible Subsidiary or any other Loan Party to, (a) create, assume, incur, permit or suffer to exist any Lien on any Borrowing Base Property Subsidiary or any direct or indirect ownership interest of the Parent in any Person owning any Borrowing Base Property, now owned or hereafter acquired, except for Permitted Liens of the types described in clauses (a) through (f) and (h) of the definition of “Permitted Liens”, (b) create, assume, incur, permit or suffer to exist any Lien on other Collateral, or any direct or indirect ownership interest of the Parent in any Person owning any other Collateral, except for Permitted Liens or (c) create, assume, or incur any Lien (other than Permitted Liens) upon any of its other properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.110.1. ; provided, however, an Excluded Subsidiary may modify, replace, renew or extend a Lien upon its property that secures such Excluded Subsidiary’s Nonrecourse Indebtedness notwithstanding that a Default or Event of Default is in existence at the time of such modification, replacement, renewal or extension, so long as (bi) The Parent shall notsuch Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien, and shall (ii) the terms of such modification, replacement, renewal or extension are not permit any Wholly Owned Subsidiary adverse to the interests of the ParentLenders and (iii) such modification, if at any time there is any Wholly Owned Subsidiary replacement, renewal or extension does not cause an additional Default or Event of Default. Notwithstanding the Parent that directly or indirectly owns Equity Interests in foregoing, upon request by the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of Administrative Agent agrees not to unreasonably withhold its consent to the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of grant by the Borrower, which of easements, restrictions, covenants, reservations and rights of way for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes, provided that no such Lien shall materially impair the Parent utility and operation of the Borrowing Base Property or materially reduce the value of such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and Borrowing Base Property. In connection with any such Lien consented to by the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which the Borrower or such direct or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) Administrative Agent pursuant to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer immediately preceding sentence of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement.this

Liens; Negative Pledge. (a) The Parent and the Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to or any other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; provided, however, an Excluded Subsidiary may modify, replace, renew or extend a Lien upon its property that secures such Excluded Subsidiary’s Nonrecourse Indebtedness notwithstanding that a Default or Event of Default is in existence at the time of such modification, replacement, renewal or extension, so long as (i) such Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) the terms of such modification, replacement, renewal or extension are not adverse to the interests of the Lenders and (iii) such modification, replacement, renewal or extension does not cause an additional Default or Event of Default. (b) The Parent and the Borrower shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (aan Excluded Subsidiary) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) an the Existing Credit Agreement; (ii) the Existing Term Loan Agreement; (iii) any other agreement (in addition to the Existing Credit Agreement and the Existing Term Loan Agreement) that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially similar to those restrictions contained in the Loan Documents; (iv) any agreement relating to assets to be sold where the restrictions on encumbering assets relate only to such assets pending such sale; and (v) any agreement (x) evidencing Indebtedness which of such Person, but only to the Borrower extent that no Default or Event of Default is in existence at the time such direct Indebtedness is created, incurred or indirect owner may createassumed, incurnor would result from the creation, assumeincurrence or assumption of such Indebtedness (including without limitation, a Default or permit or suffer to exist under this Agreement, Event of Default resulting from a violation of any of the covenants contained in Section 9.1.); (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documentspursuant to this Agreement, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an Indebtedness as of the date such agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementwas entered into.

Liens; Negative Pledge. (a) The Borrower Company shall not, and the Borrower nor shall not it permit any Eligible Property Subsidiary to other Restricted Person to, create, assumeincur, assume or incur permit to exist any Lien (other than Permitted Liens) upon Liens on any of its properties, assets, income or profits of any character whether property now owned or hereafter acquired if immediately prior acquired, except for the following (hereinafter referred to as the creation"Permitted Liens"): (a) Liens for taxes, assumption or incurring of such Lienassessments, or immediately thereafterother governmental charges not yet due or which are being contested in good faith by appropriate action promptly initiated and diligently conducted, a Default or Event of Default is or would if such reserves as shall be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.required by GAAP shall have been made therefor; (b) The Parent shall notLiens of landlords, vendors, carriers, warehousemen, mechanics, laborers, materialmen and shall other Liens arising by law in the ordinary course of business for sums either not permit any Wholly Owned Subsidiary of the Parentyet due or being contested in good faith by appropriate action promptly initiated and diligently conducted, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns.reserve as shall be required by GAAP shall have been made therefor; (c) The Borrower Inchoate liens arising under ERISA to secure the contingent liabilities, if any, permitted by this Agreement; (d) Liens created by the Security Documents and any other Liens in favor of the Collateral Agent and/or the Holders to secure the Indebtedness; (e) Liens granted prior to the date of this Agreement to secure Non-Recourse Indebtedness, and/or Liens granted after the date of this Agreement to secure Non-Recourse Indebtedness; (f) Liens existing on the date hereof and set forth in the Disclosure Schedule, provided that such Liens shall notsecure only those obligations which they secure on the date hereof; (g) Pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations; (h) Deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than capital lease obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) Zoning restrictions, easements, licenses, covenants, conditions, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business and minor irregularities of title that, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Company or any of its Subsidiaries; (j) Deposits, encumbrances or pledges to secure payments of workmen's compensation and other payments, public liability, unemployment and other insurance, old-age pensions or other social security obligations, or the performance of bids, tenders, leases, contracts (other than contracts for the payment of money), public or statutory obligations, surety, stay or appeal bonds, or other similar obligations arising in the ordinary course of business; (k) Any Designated Title Exceptions which are incurred in the ordinary course of business and would not materially adversely affect the operations of the Company or otherwise in the aggregate have a Material Adverse Effect; (l) Any Lien securing Purchase Money Debt, provided that, (i) such Lien is incurred, and the Borrower shall Debt secured thereby is created, within 180 days after the acquisition (or completion of construction) of the property or assets subject thereto, (ii) the Debt secured thereby does not permit include any Eligible Property other Debt that is not from the same financing source, (iii) such Lien encumbers only such acquired (or constructed) property or assets of the Company or any Subsidiary toand (iv) such Lien does not affect any of the Mortgaged Properties included in the determination of the Borrowing Base; (m) Any Lien existing on any property or asset (together with any receivables, enter intointangibles and proceeds related thereto) prior to the acquisition thereof by the Company or any Subsidiary, assume or otherwise be bound by any Negative Pledge except for provided that (i) a Negative Pledge contained such Lien is not created in contemplation of or in connection with such acquisition and (Aii) an agreement such Lien does not apply to any other property or assets of the Company or any Subsidiary; and provided, further, that (x) evidencing Indebtedness which the Borrower such Liens do not secure any Debt or such direct or indirect owner may create, incur, assume, or permit or suffer to exist other obligation not permitted under this Agreement, and (y) which Indebtedness such Liens do not affect any of the Mortgaged Properties included in the determination of the Borrowing Base; (n) Liens securing Purchase Money Debt and Capital Lease Obligations in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Company or any Subsidiary (together with any receivables, intangibles and proceeds related thereto), provided that (i) such security interests secure Debt permitted by Section 7.5(k)(i), (ii) such security interests are incurred, and the Debt secured thereby is secured by a Lien permitted created, within 180 days after such acquisition (or completion of construction), (iii) such security interests do not apply to exist under any other property or assets of the Loan DocumentsCompany or any Subsidiary, and (ziv) such security interests do not affect any of the Mortgaged Properties included in the determination of the Borrowing Base; (o) Liens arising out of judgments or awards in respect of which prohibits the creation Company shall in good faith be prosecuting an appeal or proceedings for review and in respect of which it shall have secured a subsisting stay of execution pending such appeal or proceedings for review, provided the Company shall have set aside on its books adequate reserves, in accordance with GAAP, with respect to such judgment or award; (p) Liens on the property or assets of any Person existing at the time such Person becomes a Subsidiary of the Company and not incurred as a result of (or in connection with or in anticipation of) such Person's becoming a Subsidiary of the Company, provided that such Liens do not extend to or cover any property or assets of the Company or any of its Subsidiaries other Lien on only than the property securing or assets encumbered at the time such Indebtedness; Person becomes a Subsidiary of the Company, and provided, further, that (Bi) a Permitted Sale Restriction; such Liens do not secure any Debt or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are other obligation not more restrictive than those restrictions contained in the Loan Documentspermitted under this Agreement, or and (ii) to such Liens do not affect any of the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained Mortgaged Properties included in the organizational documents determination of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person the Borrowing Base; (q) Liens securing Debt and other Obligations permitted to exist pursuant to this Agreementbe incurred under Sections 7.5(i) and 7.5(l); and (r) Liens affecting the Company's equity interest in an Unrestricted Subsidiary.

Liens; Negative Pledge. (a) The Parent and the Borrower shall not, and the Borrower shall not permit any Eligible Property other Loan Party or any Subsidiary to of the Parent to, create, assume, or incur incur, permit or suffer to exist any Lien (other than Permitted Liens) upon any of its material properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default existence resulting from a violation of any of the covenants contained in Section 9.110.1. (b) The Parent and the Borrower shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at other Loan Party or any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (Ai) this Agreement and the other Loan Documents; (ii) any Indebtedness outstanding on the Agreement Date identified on Schedule 10.2; (iii) an agreement (x) evidencing Indebtedness which the Borrower Parent, the Borrower, any other Loan Party or such direct or indirect owner may createany Subsidiary of the Parent is not prohibited from creating, incurincurring, assumeassuming, or permit permitting or suffer suffering to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist not prohibited under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property (including proceeds or products thereof) securing such IndebtednessIndebtedness as of the date such agreement was entered into; (B) a Permitted Sale Restriction; or (Civ) an agreement relating to the sale of a Subsidiary or assets pending such sale, provided that evidences Unsecured Indebtedness which contains restrictions on encumbering in any such case the Negative Pledge applies only to the Subsidiary or the assets that are not more restrictive the subject of such sale; (v) any prohibition or limitation that exists pursuant to Applicable Law; (vi) any customary prohibitions that restrict subletting or assignment of any lease governing a leasehold interest of Parent, the Borrower or any Subsidiary of the Parent; (vii) joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the Equity Interests in such Person) that is the subject thereof; (viii) agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than those on a pro rata basis; (ix) customary restrictions and conditions contained in agreements relating to any acquisition or other investment that is otherwise permitted under this Agreement; (x) any agreement in effect at the time a Person becomes a Subsidiary of the Parent, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Subsidiary of the Parent, which encumbrance or restriction is not applicable to the properties or assets of any Loan DocumentsParty or other Subsidiary of the Parent; and (xi) amendments, or (ii) refinancings, extensions and renewals of any of the foregoing, to the extent constituting otherwise not prohibited, provided, that such amendments, refinancings, extensions and renewals are, taken as a Negative Pledgewhole, a restriction on the direct no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment, refinancing, extension or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementrenewal.

Liens; Negative Pledge. (a) The Borrower shall will not, and the Borrower shall will not permit any Eligible Property Subsidiary to of its Subsidiaries to, create, assumeincur, assume or incur suffer to exist any Lien (other than Permitted Liens) upon on any of its properties, assets, income assets or profits of any character whether property now owned or hereafter acquired if immediately prior to the creationor, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.except: (a) Permitted Liens; (b) The Parent shall notpurchase money Liens upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, and shall not permit construction or improvement of such fixed or capital assets (including Liens securing any Wholly Owned Subsidiary Capital Lease Obligations); provided, that (i) such Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition, improvement or completion of the Parentconstruction thereof; (iii) such Lien does not extend to any other asset; and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, if at any time there is any Wholly Owned Subsidiary constructing or improving such fixed or capital assets; (c) extensions, renewals, or replacements of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described referred to in clauses paragraphs (a) and (fb) of this Section 7.2; provided, that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (d) Liens existing on property of a Subsidiary or other property acquired by the Borrower or any of its Subsidiaries at the time of its acquisition after the Closing Date pursuant to a Permitted Acquisition or other Investment permitted hereunder; provided that (i) such Lien was not created in contemplation of such acquisition, (ii) such Lien does not extend to or cover any other assets or property other than the property and assets of such Subsidiary at the time of the acquisition (and after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.1(f); and (e) other Liens securing Indebtedness permitted to be incurred under Section 7.1(k); provided, that on the date of the granting of any such Lien, after giving effect to the Incurrence of the entire committed amount of the Indebtedness secured thereby, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio shall not exceed 3.50 to 1.00 for the Test Period. Prior to granting any Liens pursuant to this clause (e), the Borrower shall deliver to the Administrative Agent a Compliance Certificate setting forth in reasonable detail the calculations of the Senior Secured Net Leverage Ratio and executed by a Responsible Officer of the Borrower certifying the requirements of this clause (e) have been met. Each Lender agrees that the Liens permitted under clause (e) above which secure Indebtedness permitted to be incurred under Section 7.1(k) may be pari passu with Liens securing the Secured Obligations pursuant to intercreditor arrangements reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing or anything else to the contrary herein, the Borrower will not, and will not permit any of its Subsidiaries to (A) xxxxx x Xxxx in favor of any Person on any Real Estate (other than any Liens granted to secure all of the Secured Obligations and other than Liens described in clauses (b) or (e) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (cB) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an agreement (x) evidencing Indebtedness which relating to the Borrower sale of a Subsidiary that owns Real Estate or the sale of specific Real Estate pending such direct sale, provided that in any such case the Negative Pledge applies only to the Subsidiary or indirect owner may create, incur, assume, or permit or suffer to exist under this Agreement, (y) which Indebtedness is secured by a Lien permitted to exist under the Loan Documents, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets Real Estate that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents subject of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementsale.

Liens; Negative Pledge. (a) The Parent and the Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary to or any other Loan Party to, create, assume, or incur any Lien (other than Permitted Liens) upon any of its properties, assets, income or profits of any character whether now owned or hereafter acquired if immediately prior to the creation, assumption or incurring of such Lien, or immediately thereafter, a Default or Event of Default is or would be in existence, including, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; provided, however, an Excluded Subsidiary may modify, replace, renew or extend a Lien upon its property that secures such Excluded Subsidiary’s Nonrecourse Indebtedness notwithstanding that a Default or Event of Default is in existence at the time of such modification, replacement, renewal or extension, so long as (i) such Lien does not extend to any additional property other than after-acquired property that is affixed or incorporated into the property covered by such Lien, (ii) the terms of such modification, replacement, renewal or extension are not adverse to the interests of the Lenders and (iii) such modification, replacement, renewal or extension does not cause an additional Default or Event of Default. (b) The Parent and the Borrower shall not, and shall not permit any Wholly Owned Subsidiary of the Parent, if at any time there is any Wholly Owned Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower, to, create, assume or incur any Lien (other than Permitted Liens of the types described in clauses (a) and (f) of the definition of the term “Permitted Liens”) upon the Equity Interests of the Borrower or any other Wholly Owned Subsidiary directly or indirectly owning Equity Interests of the Borrower, which the Parent or such other Wholly Owned Subsidiary owns. (c) The Borrower shall not, and the Borrower shall not permit any Eligible Property Subsidiary Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in (A) an any agreement (xi) evidencing Indebtedness which of such Person, but only to the Borrower extent that neither a Default or Event of Default is in existence at the time such direct Indebtedness is created, incurred or indirect owner may createassumed, incurnor would result from the creation, assumeincurrence or assumption of such Indebtedness (including without limitation, a Default or permit or suffer to exist under this Agreement, Event of Default resulting from a violation of any of the covenants contained in Section 9.1.); (yii) which Indebtedness is secured by a Lien permitted to exist under the Loan Documentspursuant to this Agreement, and (ziii) which prohibits the creation of any other Lien on only the property securing such Indebtedness; (B) a Permitted Sale Restriction; or (C) an Indebtedness as of the date such agreement that evidences Unsecured Indebtedness which contains restrictions on encumbering assets that are not more restrictive than those restrictions contained in the Loan Documents, or (ii) to the extent constituting a Negative Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreementwas entered into.