Common use of Liens Clause in Contracts

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume assume, or permit suffer to exist any Lien on upon any property or asset of its property, whether now owned or hereafter acquired by itacquired, except: (ia) Liens created securing the Obligations that are incurred under the Loan Documents; (iib) Permitted EncumbrancesLiens; (iiic) Liens existing on Effective Date; provided that any Lien securing Indebtedness of the Borrower or any other obligations in excess Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals fixed or extensions thereofcapital assets; provided that (Ai) such modifiedliens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof Indebtedness and (Cii) with respect to Capital Lease Obligations, such Liens do the amount of Indebtedness secured thereby is not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderincreased; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xid) Liens existing on property at the time of its acquisition or existing Closing Date and listed on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted SubsidiarySchedule 7.3(d), in each case provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than Liens on after acquired property that is affixed or incorporated into the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) property covered by such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets financed by Indebtedness permitted under Section 7.2 and additions and accessions, proceeds and products theretothereof) or the modification, after-acquired property subject to a Lien securing refunding, refinancing, replacement, extension or renewal of the Indebtedness and or other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is as permitted under by Section 6.01(a)(v) or (vii)7.2; (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiiif) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by any of Intermediate Holdings, any Borrower the Parent Guarantor or any of the Restricted its Subsidiaries in the ordinary course of businessbusiness permitted by this Agreement; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xvg) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvih) Liens that are contractual rights of setoff set-off (Ai) relating to the establishment of depository relations with banks not given in connection with the incurrence issuance of Indebtedness, (Bii) relating to pooled deposit or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Parent Guarantor or any Intermediate Holdings, the Borrowers and the Restricted of its Subsidiaries or (Ciii) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower the Parent Guarantor or any Restricted Subsidiary of its Subsidiaries in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxii) Liens on cash and Permitted Investments collateral to secure letters of credit used to satisfy for the account of the Loan Parties or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt any of progress payments and advances from customers their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items such letters of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of businesscredit are permitted by Section 7.2(l); (xxivj) to the extent constituting Liens, Liens on cash of a Customer arising with respect to any real or Permitted Investments securing Swap Agreements personal property owned by such Customer or any other Person that is not a Group Member, that is in the ordinary course possession or control of business a Group Member, held in accordance with applicable Requirements trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of businessGroup Member; and (xxviik) (A) other Liens on Equity Interests securing Indebtedness or other obligations in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is an aggregate principal amount not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesexceed $1,000,000.

Liens. Neither Holdings, any Intermediate Holdings nor any the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on the Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 10,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or ), (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such LienLien or (C) with respect to escrow deposits consisting of the proceeds of Indebtedness (and related interest and fee amounts) otherwise permitted pursuant to Section 6.01 in connection with Customary Escrow Provisions financing, and contingent on the consummation of any Investment, Disposition or Restricted Payment permitted by Section 6.04, Section 6.05 or Section 6.08; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary)hereof; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any the Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, Debt and (D) securing Indebtedness permitted pursuant to Section Sections 6.01(a)(ii)(C), 6.01(a)(xxviii) and 6.01(a)(xxviii6.01(a)(xxx); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the First Lien/Second Lien Intercreditor Agreement which agreement shall provide that the such Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million 71,000,000 and 15.050% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers Borrower or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ Borrower’s or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and; (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings Holdings, the Borrower or any Restricted Subsidiary in joint ventures; and (xxviii) with respect to any Mortgaged Property, the matters listed as exceptions to title on Schedule B of the title policy covering such Mortgaged Property and the matters disclosed in any survey delivered to the Collateral Agent with respect to such Mortgaged Property. For purposes of determining compliance with this Section 6.02, in the event that any Lien meets the criteria of more than one of the categories of Liens described in clauses (i) through (xxviii) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (or any portion thereof) and will only be required to include the amount and type of such Lien in one or more of the above clauses.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien that secures obligations under any Indebtedness on any property or asset now assets at the time owned or hereafter acquired by it, except:except the following (collectively, “Permitted Liens”): (i1) Liens created under securing Indebtedness incurred in accordance with Sections 6.01(1) or 6.01(2); provided that, in the Loan Documentscase of Indebtedness incurred in accordance with Section 6.01(2), the applicable Liens are subject to the Intercreditor Agreement or other intercreditor agreement(s) substantially consistent with and no less favorable to the Lenders in any material respect than the Intercreditor Agreement as determined in good faith by a Responsible Officer of the Borrower; (ii) Permitted Encumbrances; (iii2) Liens securing Indebtedness existing on Effective the Closing Date; provided that any Lien securing Indebtedness or other such Liens only secure the obligations in excess of $5,000,000 individually shall only be permitted if set forth that they secure on Schedule 6.02, the Closing Date (and any modifications, replacements, renewals or extensions thereof; provided that (A) Permitted Refinancing Indebtedness in respect of such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01) and do not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than replacements, additions, accessions and improvements thereto; (iv3) Liens securing Indebtedness permitted under incurred in accordance with Section 6.01(a)(v) or (xxvii6.01(5); provided that (A) such Liens attach concurrently only extend to the assets financed with such Indebtedness (and any replacements, additions, accessions and improvements thereto); (4) Liens on accounts receivable and related assets of the type specified in the definition of Qualified Receivables Financing securing Indebtedness incurred in accordance with Section 6.01(18); (5) Liens on assets or Equity Interests of Foreign Subsidiaries securing Indebtedness incurred in accordance with Section 6.01(22); (6) Liens securing Permitted Refinancing Indebtedness incurred in accordance with Section 6.01(25); provided that the Liens securing such Permitted Refinancing Indebtedness are limited to all or part of the same property that secured (or, under the written arrangements under which the original Lien arose, could secure) the original Lien (plus any replacements, additions, accessions and improvements thereto); (a) Liens on property or Equity Interests of a Person at the time such Person becomes a Restricted Subsidiary if such Liens were not created in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary and (b) Liens on property at the time the Borrower or a Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation with or within 270 days after into the Borrower or any of the Restricted Subsidiaries, if such Liens were not created in connection with, or in contemplation of, such acquisition; (8) Liens on property or assets of any Restricted Subsidiary that is not a Guarantor; (9) Liens for Taxes, repair, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (10) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and any replacement, construction extension or improvement renewal of any such Liens (so long as applicable) of the property subject to Indebtedness and other obligations secured by such Liensreplacement, (B) extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not at any time encumber cover any property other than the property financed by such Indebtedness, except for accessions that was subject to such property Liens prior to such replacement, extension or renewal; (11) Liens securing judgments that do not constitute an Event of Default under Section 8.01(10) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and in respect of which Holdings, the proceeds Borrower or any affected Restricted Subsidiary has set aside on its books reserves in accordance with GAAP with respect thereto; (12) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the products thereofBorrower or a Restricted Subsidiary has set aside on its books reserves in accordance with GAAP; (a) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other similar laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (b) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary; (14) 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 and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and any lease other obligations of such property a like nature (including accessions theretoletters of credit in lieu of any such bonds or to support the issuance thereof) incurred by the Borrower or any Restricted Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the proceeds ordinary course of business; (15) survey exceptions and products thereof such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way covenants, conditions, restrictions and (C) declarations on or with respect to Capital Lease Obligationsthe use of Real Property, such Liens servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not at interfere in any time extend to material respect with the ordinary conduct of the business of the Borrower or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderRestricted Subsidiary; (v16) leasesany interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (17) Liens that are contractual rights of set-off (a) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary or (b) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (18) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, licensesrights of set-off or similar rights; (19) leases or subleases, subleases licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vi20) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment; (21) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (22) Liens arising from precautionary Uniform Commercial Code financing statements; (23) Liens on Equity Interests of any joint venture (a) securing obligations of such joint venture or (b) pursuant to the relevant joint venture agreement or arrangement; (24) 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; (vii25) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (A4) of the definition thereof; (26) Liens securing insurance premium financing arrangements; (27) Liens on vehicles or equipment of the Borrower or any of the Restricted Subsidiaries granted in the ordinary course of business; (28) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement; (29) Liens: (a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code Code, or any comparable or successor provision, on items in the course of collection and collection; (Bb) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; or (c) in favor of a banking institution or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of setoffset-off) and that which are within the general parameters customary in the banking or finance industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B30) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment, shipment or storage of such inventory or other goods in the ordinary course of businessgoods; (xxiv31) Liens that rank pari passu with the Liens securing the Obligations if the Senior Secured First Lien Net Leverage Ratio as of the date on cash which such Liens are first created is less than or Permitted Investments equal to the lesser of (i) Closing Date Senior Secured First Lien Net Leverage Ratio and (ii) 4.50 to 1.00; provided (x) that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisions of the Intercreditor Agreement and a First Lien Intercreditor Agreement and (y) the pricing of such Indebtedness complies with Section 2.18(8); (32) Liens that rank junior to the Liens securing Swap Agreements both the Obligations and the ABL Obligations, if the Total Net Leverage Ratio as of the date on which such Liens are first created is less than or equal to the lesser of (i) Closing Date Total Net Leverage Ratio and (ii) 6.00 to 1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisions of the Intercreditor Agreement and a Junior Lien Intercreditor Agreement; (33) Liens securing additional obligations in an aggregate outstanding principal amount not to exceed the greater of (a) $100.0 million and (b) 1.85% of Consolidated Total Assets as of the date such Liens are first created; (34) Liens securing (a) Specified Hedge Obligations and Cash Management Obligations, which amounts are secured under the Loan Documents, and (b) amounts owing to any Qualified Counterparty (as defined in the ordinary course ABL Credit Agreement) under any Specified Hedge Agreement (as defined in the ABL Credit Agreement) and Cash Management Obligations (as defined in the ABL Credit Agreement), which amounts are secured under the ABL Loan Documents; provided that, in each case, the applicable Liens are subject to the Intercreditor Agreement or other intercreditor agreement(s) substantially consistent with and no less favorable to the Lenders in any material respect than the Intercreditor Agreement as determined in good faith by a Responsible Officer of business the Borrower; (35) Liens securing Indebtedness incurred in accordance with applicable Requirements of Law; (xxvSection 6.01(13) Liens on equipment of Intermediate Holdings, solely encumbering the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations assets that are subject of such Person in the ordinary course of businessIndebtedness; and (xxvii) (A36) Liens on Equity Interests securing Indebtedness incurred in joint ventures; provided that any such Lien accordance with Section 6.01(29), solely encumbering the Headquarters. For purposes of this Section 6.02, Indebtedness will not be considered incurred under a subsection or clause of Section 6.01 if it is later reclassified as outstanding under another subsection or clause of Section 6.01 (in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, callwhich event, and similar rights ofat which time, and restrictions for same will be deemed incurred under the benefit of, a third party with respect subsection or clause to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventureswhich reclassified).

Liens. Neither Holdings, any Intermediate Holdings nor any The Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Holdings of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) 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: (a) any Lien on any property or asset of the Borrower existing on the Restatement Effective Date and set forth in Schedule 3.11(b), provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created under pursuant to the Loan Security Documents; (iic) Permitted EncumbrancesLiens on assets owned by Financing Subsidiaries; (iiid) Liens existing on Effective Date; provided that any Lien created pursuant to the Security Documents securing Secured Longer-Term Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted incurred pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a6.01(b); (xe) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan PartyPermitted Liens; (xif) additional Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior not to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and exceed $3,000,000 in the case of multiple financings of equipment aggregate provided by any lender, other equipment financed by such lender, it being understood that such requirement shall Indebtedness is not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Indebtedness secured thereby is permitted otherwise prohibited under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e6.01(e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of businessAgreement; and (xxvii) (Ag) Liens on Equity Interests in joint ventures; provided that any such Lien is SBIC Subsidiary created in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesSBA.

Liens. Neither Holdings, any Intermediate Holdings nor any No Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset of its Properties (now owned or hereafter acquired by itacquired), except: (ia) Liens created under securing the Loan Documentspayment of any Obligations; (iib) Permitted EncumbrancesLiens; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (ivc) Liens securing leases giving rise to Indebtedness permitted allowed under Section 6.01(a)(v) or (xxvii6.01(c); provided that (Ai) such Liens attach concurrently shall be created substantially simultaneously with or within 270 days after the acquisition, repair, replacementimprovement or lease, construction or improvement (as applicable) , of the property subject to such Liensrelated Property, (Bii) such Liens do not at any time encumber any property other than the property Property financed by such Indebtedness, except (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for accessions to such property and the proceeds and the products thereofpurchase, and any repair improvement or lease amount (as applicable) of such property Property at the time of purchase, repair, improvement or lease (including accessions theretoas applicable) and the proceeds and products thereof and (C) together with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except financing for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderinterest thereon; (vd) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with Liens existing on the business of Holdings, the Borrowers date hereof and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednessdisclosed on Schedule 6.02; (vie) Liens any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection this Section 6.02; provided that any such Indebtedness is not increased beyond the amount thereof outstanding on the date hereof (other than increases associated with the importation capitalization of goodsrefinancing costs) and is not secured by any additional assets; (viif) Liens (Ai) of a collection bank arising under Section 4-210 of the Uniform Commercial Code UCC on items in the course of collection and (Bii) in favor of a banking institution institutions arising as a matter of law encumbering deposits (including the right of setoffset-off) and that which are within the general parameters customary in the banking industry; (viiig) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers made in the ordinary course of business to secure liability to insurance carriers respecting the extent financing of insurance premiums permitted under Section 6.01(j); (h) non-recourse Liens on Equity Interests of joint ventures in favor of such joint venture parties themselves or the same creates lenders to such joint venture; (i) Liens to secure plugging and abandonment obligations, which do not constitute a Lien Material Adverse Effect (as determined by the Administrative Agent, in its sole discretion); (j) Liens securing Indebtedness permitted under Section 6.01(l); provided, however, that such Liens encumber only the applicable assets of the Person that becomes a Subsidiary of the Company and such Liens were not created in contemplation of such Person becoming a Subsidiary of the Company; (k) additional Liens upon Property created after the date hereof which do not secure debt for borrowed money (other than Pcards and Epayables) or obligations under Swap Agreements, provided that (A) the aggregate obligations secured thereby and incurred on or after the related inventory and proceeds thereof date hereof shall not exceed $2,500,000 in the aggregate at any one time outstanding, and (B) if such Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on encumber cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdingscollateral, the Borrowers or any Restricted Subsidiary granted in the ordinary course aggregate amount of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens cash on Equity Interests in joint venturesdeposit shall not exceed $1,500,000; provided that in no event shall any such Lien is Liens permitted by this clause encumber any Oil and Gas Properties evaluated in favor of a creditor of such joint venture and such creditor is not an Affiliate determining the Borrowing Base; provided that, in any event, no Liens encumbering any Property of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesCredit Party shall secure Swap Obligations other than Lender Swap Obligations.

Liens. Neither Holdings, any Intermediate Holdings the Borrower nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, will create, incur, assume or permit suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (a) Prior to the Investment Grade Rating Date: (i) Liens created under the Loan Documentsdescribed in Section 6.01(b)(vi) through (vii), and Section 6.01(b)(ix) through (xix); (ii) Permitted EncumbrancesLiens under any Sale/Leaseback Transaction permitted under Section 6.03; (iii) Liens existing on Effective Date; provided that any Lien cash and cash equivalents securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be Hedging Obligations permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into under the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01Revolving Credit Agreement; (iv) Liens not otherwise permitted by the other clauses of this Section 6.01(a) securing Indebtedness or other obligations of the Loan Parties or any of their respective Restricted Subsidiaries; provided that the sum, without duplication, of (1) the aggregate principal amount of all such Indebtedness and obligations plus (2) the outstanding Attributable Debt under all Sale/Leaseback Transactions of the Loan Parties and Restricted Subsidiaries permitted under Section 6.01(a)(v) 6.03, does not exceed an amount equal to 15% of Consolidated Net Tangible Assets at the time of creation, incurrence or (xxvii); provided that (A) assumption of such Liens attach concurrently with Lien or within 270 days after the acquisitionsuch Attributable Debt, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;and (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or Closing Date. (b) From and after the Investment Grade Rating Date: (i) any Lien existing on the property any asset of any Person at the time such Person becomes a Restricted Subsidiary (including by of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was Borrower and not created in contemplation of such event; provided that such Lien attaches only to such asset and proceeds thereof; (ii) any Lien on any asset securing Indebtedness (including Liens in respect of Capital Lease Obligations) incurred or assumed for the purpose of financing all or any part of the cost of acquiring, constructing, repairing or improving such asset; provided that (i) such Lien attached to such asset concurrently with or within 90 days after the acquisition thereof or the date of completion of such construction, repair or improvement, and (ii) all such Liens attach only to the assets purchased, constructed, repaired or improved with the proceeds of the Indebtedness secured thereby and improvements, accessions, general intangibles and proceeds related thereto; (iii) any Lien on any asset of any Person existing at the time such Person becoming is merged or consolidated with or into the Borrower or a Restricted SubsidiarySubsidiary and not created in contemplation of such event; provided that such Lien attaches only to such asset and proceeds thereof; (iv) any Lien existing on any asset prior to the acquisition thereof by the Borrower or a Restricted Subsidiary and not created in contemplation of such acquisition; provided that such Lien attaches only to such asset and proceeds thereof; (v) any Lien arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section 6.01(b); provided that the principal amount of such Indebtedness is not increased (Bother than by amounts incurred to pay the costs of such refinancing, extension, renewal or refunding and any premiums paid in connection therewith) and such Lien does not extend attach to any additional assets; (vi) Liens in favor of (x) the Administrative Agent securing Indebtedness or cover other obligations existing pursuant to the Revolving Credit Agreement and Liens in favor of a Credit Party (as defined in the Revolving Credit Agreement) on cash or cash equivalents required by the terms of the Revolving Credit Agreement and (y) the Lender securing Indebtedness or other obligations pursuant to this Agreement; (vii) Liens to secure Indebtedness incurred or assumed in connection with pollution control, industrial revenue bond or similar types of financing, and Liens on property in favor of the United States or any state thereof, or any department, agency, instrumentality or political subdivision of any such jurisdiction, to secure Indebtedness incurred for the purpose of financing all or any part of the purchase price or cost of constructing, repairing or improving the property subject thereto; (viii) Liens granted on accounts receivable or other rights to payment and related assets in connection with Securitization Transactions permitted by Section 6.03(b); (ix) Liens on precious metals catalysts in connection with lease transactions and Liens under any Sale/Leaseback Transaction, in each case to the extent permitted by this Agreement; (x) Liens on cash collateral granted to an Issuing Bank (as defined in the Revolving Credit Agreement) in connection with the replacement of such Issuing Bank under the Revolving Credit Agreement; (xi) Liens for taxes that (i) are not yet due, (ii) are not more than sixty (60) days past due and not subject to penalties for non-payment, or property (other thaniii) are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect to such Person, any replacements thereto are maintained on the books of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits applicable Person in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii)accordance with GAAP; (xii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s, or other similar types of Liens arising in the ordinary course of business securing amounts which are not overdue for a period of more than 60 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (xiii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any interest or title Lien imposed by the Employee Retirement Income Security Act of a lessor under 1974, as amended from time to time; (xiv) Liens to secure the performance of bids, trade contracts and leases (other than leases constituting Capital Lease Obligations) entered into by any Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries a like nature incurred in the ordinary course of business; (xiiixv) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (xvi) Liens arising out securing judgments for the payment of conditional salemoney not constituting an Event of Default under clause (g) of Article VII; (xvii) Liens in favor of banks having a right of setoff, title retentionrevocation, consignment refund or similar arrangements for sale chargeback with respect to money or purchase instruments of goods by any of Intermediate Holdings, any the Borrower or any of the its Restricted Subsidiaries on deposit with or in the possession of such bank, in each case in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies customary netting and the proceeds thereof securing the financing of the premiums with respect theretooffset provisions in Hedging Agreements; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant Equity Interests in an Unrestricted Subsidiary to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii)secure Non-Recourse Debt on which such Unrestricted Subsidiary is an obligor; provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations;and (xx) other LiensLiens not otherwise permitted by the foregoing clauses of this Section 6.01(b) securing Indebtedness and Hedging Obligations; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) Priority Debt shall not exceed the greater amount permitted by Section 6.03(a) as of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds day of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; fiscal quarter (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection beginning with the operations last day of such Person the fiscal quarter in which the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesInvestment Grade Rating Date occurs).

Liens. Neither Holdings, any Intermediate Holdings nor any The Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Holdings 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: (a) any Lien on any property or asset of the Borrower existing on the Effective Date and set forth in Schedule 3.11(b), provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created under pursuant to the Loan Security Documents; (iic) Permitted EncumbrancesLiens on assets owned by Financing Subsidiaries; (iiid) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01Permitted Liens; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is SBIC Subsidiary created in favor of a creditor the SBA and Liens on Equity Interests in any Structured Subsidiary described in clause (a) of such joint venture the definition thereof in favor of and such creditor is not an Affiliate of required by any partner lender providing third-party financing to such joint venture Structured Subsidiary; (f) Liens on assets owned by (i) Immaterial Subsidiaries created in favor of an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iii) and (Bii) purchase options, call, and similar rights of, and restrictions any other Subsidiary (other than (1) an Obligor or (2) a Financing Subsidiary) created in favor of an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iv); and (g) additional Liens securing Indebtedness not for borrowed money not to exceed $5,000,000 in the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesaggregate.

Liens. Neither HoldingsCreate, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary incur or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any of its property or asset now assets (including Equity Interests or other securities of any person) at the time owned by it or hereafter acquired by iton any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on the First Restatement Effective Date; provided that any Lien securing Indebtedness Date (or other obligations created following the First Restatement Effective Date pursuant to agreements in excess existence on the First Restatement Effective Date requiring the creation of $5,000,000 individually shall only be permitted if such Liens) and, in each case, set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof6.02(a); provided that such Liens shall secure only those obligations that they secure on the First Restatement Effective Date (Aand any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01(a)) such modified, replacement, renewal or extension Lien does and shall not extend subsequently apply to any additional other property or assets of the Borrower or any of the other Restricted Subsidiaries other than (iA) after-acquired property that is affixed to or incorporated into the property covered by such Lien and (iiB) proceeds and products thereof and (ii) Liens existing on the First Restatement Effective Date securing property or assets having a fair market value not to exceed $5.0 million in the aggregate and, in each case, any modifications, replacements, renewals or extensions thereof; (b) any Lien created under the Loan Documents, and any Lien created under the definitive documentation evidencing any other Indebtedness permitted under Section 6.01(b); (Bc) the obligations secured any Lien securing Indebtedness or benefited by such modified, replacement, renewal or extension Lien are Permitted Refinancing Indebtedness permitted by Section 6.016.01(i); provided that in the case of a Lien securing Permitted Refinancing Indebtedness, such Lien shall be permitted subject to compliance with clause (d) of the definition of “Permitted Refinancing Indebtedness”; (ivd) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any of the other Restricted Subsidiaries shall have set aside on its books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any of its Restricted Subsidiaries; (g) 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 and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred by the Borrower or any of the other Restricted Subsidiaries in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) zoning restrictions, survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or the other Restricted Subsidiaries; (i) Liens securing Indebtedness permitted by Section 6.01(j) (limited to the assets subject to such Indebtedness or accessions to such property or the proceeds therefrom); (j) Liens arising out of Sale and Lease-Back Transactions permitted under Section 6.01(a)(v6.03, so long as such Liens attach only to the property sold and being leased in such Sale and Lease-Back Transaction and any accessions thereto or proceeds thereof and related property; (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date pursuant to Section 5.10 and any replacement, extension or renewal of any such Lien (xxviiso long as the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction extension or improvement (as applicable) of the property subject to such Liens, (B) such Liens do renewal Lien shall not at any time encumber cover any property other than the property financed that was subject to such Lien prior to such replacement, extension or renewal and any after-acquired property that is affixed to or incorporated into the property covered by such Xxxx; (m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any of the other Restricted Subsidiaries in the ordinary course of business; (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, except for accessions (ii) relating to such property pooled deposit or sweep accounts of the Borrower or any of the other Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any of the other Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the proceeds and Borrower or any of the products thereofother Restricted Subsidiaries in the ordinary course of business; (o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, and any lease rights of such property set-off or similar rights; (p) leases or subleases, licenses or sublicenses (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assetsintellectual property and software) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Borrower and any of the other Restricted Subsidiaries, Subsidiaries taken as a whole or (B) secure any Indebtednesswhole; (viq) 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; (viir) Liens (A) of a collection bank arising under Section 4-210 solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise other Restricted Subsidiaries in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (s) Liens with respect to such Investment property or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property assets of any Restricted Subsidiary that is not a Loan Party, which Liens secure Party securing Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a any Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Partypermitted under Section 6.01; (xit) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to of a Lien Foreign Subsidiary securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is Foreign Subsidiary permitted under Section 6.01(a)(v) or (vii6.01(s); (xiiu) any interest Liens securing Leverage Ratio Debt; provided such Liens (i) apply only to property or title assets of a lessor Foreign Subsidiary, (ii) apply only to the Collateral and are (A) with respect to the Term Loan Priority Collateral, junior in priority to the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations, but senior in priority to the Liens on the Term Loan Priority Collateral securing the Obligations and (B) with respect to the ABL Priority Collateral, junior in priority to the Liens on the ABL Priority Collateral securing the Obligations and the Term Loan Obligations or (iii) apply only to the Collateral and are junior in priority to the Liens on the Collateral securing the Obligations and the Term Loan Obligations; provided further any such Liens on Collateral are governed by an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (v) the prior rights of consignees and their lenders under leases (other than leases constituting Capital Lease Obligations) consignment arrangements entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiiiw) Liens arising out from precautionary Uniform Commercial Code financing statements; (x) Liens on Equity Interests of conditional saleany joint venture or Unrestricted Subsidiary (i) securing obligations of such joint venture or Unrestricted Subsidiary, title retentionas the case may be, consignment or (ii) pursuant to the relevant joint venture agreement or arrangement; (y) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (d) of the definition thereof; (z) Liens securing obligations in respect of trade-related letters of credit, trade-related bank guarantees or similar trade-related obligations permitted under Section 6.01(w) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products thereof; (aa) Liens securing insurance premium financing arrangements for sale or purchase so long as such Liens are limited to the applicable unearned insurance premiums; (bb) Liens in favor of goods by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries Subsidiaries; provided that if any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to the Administrative Agent a subordination agreement in form and substance reasonably satisfactory to the ordinary course of businessAdministrative Agent; (xivcc) Liens deemed to exist in connection with Investments in repurchase agreements securing obligations permitted under clause (eSection 6.01(m) of to the definition of extent such Liens are subject to the term “Permitted Investments”ABL/Term Loan Intercreditor Agreement or other intercreditor agreement(s) reasonably satisfactory to the Administrative Agent and substantially consistent with and no less favorable to the Lenders in any material respect than the ABL/Term Loan Intercreditor Agreement; (xvdd) Liens encumbering reasonable customary initial deposits to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals, or replacements) as a whole, or in part, of any Indebtedness secured by any Lien permitted by the foregoing clauses; provided, however, that (x) such new Lien pursuant to this clause (dd) shall be limited to all or part of the same property (which, for the avoidance of doubt, may include after-acquired property to the extent such after-acquired property would be subject to the existing Lien) that secured the original Lien (plus improvements on and margin deposits accessions to such property), and similar Liens attaching (y) the Indebtedness secured by such Xxxx at such time pursuant to commodity trading accounts or other brokerage accounts incurred in this clause (dd) is not increased to any amount greater than the ordinary course sum of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment outstanding principal amount or, if greater, committed amount of depository relations with banks not given in connection with the incurrence of Indebtednessapplicable Indebtedness at the time the original Lien became a Lien permitted hereunder, plus accrued interest, and (B) relating an amount necessary to pooled deposit pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or sweep accounts replacement; provided, further, that if any original Lien was subject to permit satisfaction of overdraft or similar obligations incurred an intercreditor agreement with the Administrative Agent, such new Lien shall be subject to an intercreditor agreement substantially consistent with and no less favorable to the Lenders in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business;material respect than such original intercreditor agreement; and (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xxee) other Liens; provided that Liens securing obligations in an aggregate principal amount outstanding at any time not to exceed, at the time of incurrence of the obligations secured thereby such Lien (and after giving Pro Forma Effect to any such obligationseffect thereto) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of (i) $45.0 50.0 million and 15.0(ii) 4.5% of Consolidated EBITDA Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which the Test Period then last ended; (xxi) Required Financial Statements have been delivered pursuant to Section 5.04, so long as any such Liens on cash and Permitted Investments used the Accounts or Inventory of any Borrower Party or Guarantor are subordinated to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) the Liens on receivables such assets securing the Obligations pursuant to the ABL/Term Loan Intercreditor Agreement or another intercreditor agreement substantially consistent with and related assets incurred no less favorable to the Lenders in connection any material respect than the ABL/Term Loan Intercreditor Agreement. For purposes of determining compliance with Permitted Receivables Financings; this Section 6.02, (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds securing an item of Indebtedness need not be permitted solely by reference to one category of Permitted Liens described in Section 6.02(a) through Section 6.02(ee) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof) (other than any Lien permitted by Section 6.02(b) or (cc)) meets the criteria of another category of Permitted Liens on specific items of inventory described in Section 6.02 (other than Section 6.02(b) or other goods and proceeds of any Person (cc)), the Borrower may, in its sole discretion, reclassify such Lien securing such Person’s obligations in respect item of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; Indebtedness (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxviportion thereof) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any and such Lien is in favor securing such item of a creditor of such joint venture and such creditor is not an Affiliate of any partner Indebtedness will be treated as being incurred or existing pursuant to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesother clause.

Liens. Neither Holdings, any Intermediate Holdings nor any the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings Parent to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if the date hereof and set forth on Schedule 6.02, 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i1) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii2) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, Indebtedness except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, ; such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Parent Borrower and the its Restricted Subsidiaries, taken as a whole whole, or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) ), or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a)6.01; (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property than the proceeds or assets products thereof and additions and accessions, proceeds and products thereto, other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderproperty, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any the Parent Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any the Parent Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate HoldingsParent, the Borrowers Parent Borrower and the its Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any the Parent Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any the Parent Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured ObligationsAdditional Notes; (xx) other Liens; provided that at the time of incurrence the granting of the obligations secured thereby (and after giving Pro Forma Effect to any such obligationsLien and the obligations secured thereby (including the use of proceeds thereof) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million 10,000,000 and 15.010% of Consolidated EBITDA for the Test Period then last ended;ended for which financial statements have been delivered pursuant to Section 5.01(a) or (b); and (xxi) Liens on cash and Permitted Investments used to satisfy arising from UCC financing statements or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables similar filings evidencing the sales of accounts receivable and related assets incurred in connection with pursuant to a Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesFactoring.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, any Borrower or any of the Restricted Subsidiaries, whether now owned or hereafter acquired by itacquired, or any income or profits therefrom, except: (ia) Liens created under in favor of the Loan DocumentsCollateral Agent for the benefit of the Secured Parties granted pursuant to any Credit Document; (iib) Permitted Encumbrances; (iiic) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations the Closing Date and listed in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, 6.2 and any modifications, replacements, renewals renewals, restructurings, refinancings or extensions thereof; provided that provided, (Ai) any such modified, replacement, renewal or extension Lien does not extend to any additional property other than (iA) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.1 and (B) proceeds and products thereof and (ii) proceeds and products thereofthe replacement, and (B) renewal, extension or refinancing of the obligations secured or benefited by such modifiedLiens, replacementto the extent constituting Indebtedness, renewal or extension Lien are is permitted by Section 6.016.1; (ivd) Liens, if any, in favor of the Issuing Bank and/or the Swing Line Lender to Cash Collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations under the First Lien Credit Agreement (and with capitalized terms in this clause (d) having the meanings given to such terms in the First Lien Credit Agreement); (e) Liens (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.1(h) in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies, (ii) arising out of judgments or awards against Holdings, any Borrower or any of the Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and (iii) notices arising out of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made; (f) Liens securing Indebtedness permitted under pursuant to Section 6.01(a)(v) or (xxvii6.1(h); provided that (Ai) such Liens attach concurrently with or are created within 270 days after of the acquisition, construction, repair, replacement, construction lease or improvement (as applicable) of the property subject to such LiensLiens (ii) the Indebtedness secured thereby does not exceed 100% of the cost of the applicable property, improvements or equipment at the time of such acquisition (Bor construction) such Liens do not at plus the amount of any time encumber any property fees or other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereofexpenses incurred in connection therewith, and any lease of such property (including accessions theretoiii) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to or proceeds of such assets) other than the assets subject to such Capital Lease ObligationsLeases and the proceeds and products thereof and customary security deposits; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xig) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including other than by the designation of an Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary pursuant to Section 5.15), in each case after the date hereof (other than but excluding Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary)Subsidiary to the extent such Equity Interests are owned by any Credit Party; provided that provided, (Ai) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (Bii) such Lien does not extend to or cover any other assets or property (other thanthan the proceeds, with respect to such Person, any replacements of such property or assets products and additions accessions thereof and accessions, proceeds and products thereto, other than after-acquired property subject 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 or includerequire, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderproperty, 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 (Ciii) the Indebtedness (if any) secured thereby is permitted under Section 6.01(a)(v) or (vii)6.1; (xiih) Liens securing Indebtedness subject to a Permitted Refinancing, but only if the applicable refinanced Indebtedness is permitted by Section 6.1 and is secured at the time that the applicable refinancing Indebtedness is issued or incurred; provided, (x) the Lien securing the applicable refinancing Indebtedness shall be no broader with respect to the type or scope of assets covered thereby than the Lien that secured the applicable refinanced Indebtedness at the time of the issuance or incurrence of such refinancing Indebtedness, and, if applicable, any interest after-acquired property that is affixed or title incorporated into the property covered by such Lien and the proceeds and products thereof and (y) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is secured by Liens that are contractually junior to the Liens securing the Obligations, such modification, refinancing, refunding, renewal, replacement or extension Indebtedness shall be unsecured or secured by Liens that are contractually junior to the Liens securing the Obligations on terms (a) at least as favorable (taken as a whole) (as reasonably determined in good faith by Holdings in consultation with the Administrative Agent) to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended or (b) otherwise reasonably acceptable to the Administrative Agent; (i) Liens securing Indebtedness of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of businessan aggregate amount for all such Persons not to exceed at any time $6,000,000; (xiiij) Liens arising out on property of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in that are not Credit Parties securing Indebtedness of such Restricted Subsidiaries permitted under Section 6.1(l); provided that such Liens are limited to the ordinary course assets of businessany such Restricted Subsidiary that is not a Credit Party; (xivk) Liens deemed to exist in connection with Investments in repurchase agreements securing Indebtedness (and related obligations) permitted under clause (eii) of the definition of the term “Permitted Investments”Obligations; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviiil) Liens on insurance policies Collateral securing Indebtedness (and related obligations) permitted under Sections 6.1(n) or 6.1(s), subject to the proceeds thereof securing Intercreditor Agreement or another intercreditor or subordination agreement reasonably satisfactory to the financing of the premiums with respect thereto;Administrative Agent; and (xixm) Liens on the Collateral securing (Ax) securing Permitted First Priority Refinancing Debt, subject to the Intercreditor Agreement or (By) securing Permitted Second Priority Refinancing Debt, subject to the Intercreditor Agreement. For purposes of determining compliance with this Section 6.2, if any Lien meets the criteria of more than one of the categories of Liens described in Section 6.2(a) through 6.2(m), for the avoidance of doubt the Borrowers may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(Cor any portion thereof) and 6.01(a)(xxviii)will only be required to include the amount and type of Lien in one or more of the above clauses; provided that (in all Liens created under the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall Credit Documents will be deemed to have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing been created in reliance only on this clause (xxSection 6.2(a) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchaseand, shipmentif applicable, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesSection 6.2(d).

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor Company will they not and will not permit any Restricted Subsidiary of its Subsidiaries to, directly or Intermediate Holdings toindirectly, create, incur, assume or permit suffer to exist or agree to create, incur or assume any Lien on in, upon or with respect to any property of its properties or asset assets (including, without limitation, any securities or debt instruments of any of their Subsidiaries), whether now owned or hereafter acquired by itacquired, except:or assign or otherwise convey any right to receive income to secure any obligation; except for the following Liens (herein referred to as “Permitted Liens”): (ia) Liens created under by the Loan Documents; (iib) Customary Permitted EncumbrancesLiens; (iiic) Liens existing on Effective Date; provided that any Lien securing the date hereof to secure Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth to Remain Outstanding listed on Schedule 6.02, 8.2(j) hereto and Permitted Refinancings thereof and other Liens listed on Schedule 8.1(c); (d) Liens on any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed securing Indebtedness incurred or incorporated into assumed for the property covered by purpose of financing all or any part of the acquisition, construction, repair or improvement cost of such Lien property, including Capitalized Lease Obligations (or financing of the purchase price within ninety (90) days after the respective purchase of assets) and Permitted Refinancings thereof, (ii) proceeds securing Sale and products Leaseback Transactions and Permitted Refinancings thereof, and (Biii) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such property is acquired or such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary)and, in each case after the date hereof within this clause (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiaryiii); provided that (A) such Lien was , not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets event and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder Permitted Refinancings thereof; provided that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any each of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.foregoing:

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower willThe Company will not, nor will they it permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Notes Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness the Issue Date (other than Liens created under the ABL Credit Documents, the Loan Documents or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, the Other Senior Secured Convertible Notes Documents) and any modifications, replacements, renewals or extensions thereof; provided that (A1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (ia) after-acquired property that is affixed or incorporated into the property covered by such Lien and (iib) proceeds and products thereof, and (B2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.014.10; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii4.10(a)(v); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that are entered into in the ordinary course of business or that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Company and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 4.13 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 4.14 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, 4.14 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property and Equity Interests, in each case, that are not Collateral of any Restricted Subsidiary that is not a Loan PartyNote Guarantor, which Liens secure Indebtedness of such Restricted Subsidiary or another any Restricted Subsidiary that is not a Loan PartyNote Guarantor, in each case permitted under Section 6.01(a4.10(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party Note Guarantor in favor of any Loan PartyNote Party (other than any Intermediate Holdco), Liens granted by a Restricted Subsidiary that is not a Loan Party Note Guarantor in favor of Restricted Subsidiary that is not a Loan Party Note Guarantor and Liens granted by a Loan Note Party (other than any Intermediate Holdco) in favor of any other Loan Note Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof Issue Date (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property than the proceeds or assets products thereof and additions and accessions, proceeds and products thereto, other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderproperty, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii4.10(a)(v); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor lessor, sublessor, licensor or sublicensor or secured by a lessor’s sublessor’s, licensor’s or sublicensor’s interest under leases (other than leases constituting Capital Lease Obligations) ), subleases, licenses, cross-licenses or sublicense entered into by any of Intermediate Holdings, any Borrower the Company or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower the Company or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes[reserved]; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, including liens or rights of set-off arising under the general terms and conditions of banks with whom any group member maintains a banking relationship in the ordinary course of business; including liens of group members under the German general terms and condition of banks and saving banks (Allgemeine Geschäftsbedingungen der Banken und Sparkassen) (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers Company and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower the Company or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdingsthe Company or any Restricted Subsidiary are located and, in respect of real property located in Germany, any Borrower or any of the Restricted Subsidiaries are locatedlandlord lien (Vermieter- oder Verpächterpfandrecht); (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens (A) on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted to be incurred pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii4.10(a)(xvi); , provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank be junior to the Liens securing the Notes Obligations and be subject to a Permitted Junior Intercreditor Agreement (and/or, to the extent agreed by the Required Holders and the Company (including as a result local law limitations) such Indebtedness shall be subject to a Payment Subordination Agreement); provided further that no such Liens shall be permitted on any Collateral until the Liens thereon securing the Notes Obligations shall have been perfected in accordance with the Notes Documents and (B) on the Collateral of the Company and the Note Guarantors that are Domestic Subsidiaries and/or the Note Guarantors that are Canadian Subsidiaries in each case securing the Secured ABL Obligations; provided that such Liens shall be subject to the ABL Intercreditor Agreement; (xx) other Liens; provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving Pro Forma Effect pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended5,000,000; (xxi) Liens on cash and Permitted Investments used to satisfy any security or discharge Indebtedness; provided such satisfaction quasi-security granted under mandatory law (sections 22, 204 of the German Transformation Act (Umwandlungsgesetz)) in favor of creditors as a consequence of a merger or discharge is conversion permitted hereunderunder this Indenture; (xxii) Liens on receivables the Collateral (or a portion thereof) securing Indebtedness permitted under Section 6.01(a)(xxi) and/or (xxiii); provided that, in each case, such Liens shall be pari passu with the Liens securing the Notes Obligations and related assets incurred in connection with Permitted Receivables Financingsshall be subject to the Pari Passu Intercreditor Agreement; (Axxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of businessthereof; (xxiv) (i) Liens on cash Equity Interests of joint ventures securing capital contributions to, or Permitted Investments securing Swap Agreements obligations of, such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in the ordinary course of business in accordance with applicable Requirements of Lawjoint venture agreements; (xxv) Liens on equipment amounts under pension standard legislation of Intermediate Holdings, the Borrowers Canada or any Restricted Subsidiary granted in the ordinary course of business province thereto applicable to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located;any Foreign Pension Plan that relate to contributions withheld from pay but not yet due to be remitted; and (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority Liens on cash and Permitted Investments arising in connection with the operations defeasance, discharge or redemption of Indebtedness for no longer than 60 days prior to such Person in defeasance, discharge or redemption. In addition, if the ordinary course of business; and Required Holders shall have consented (xxvii) (A) which consent shall not be unreasonably withheld, delayed, conditioned or denied), the Company and its Restricted Subsidiaries may post cash collateral up to the amount so agreed by the Required Holders to secure Indebtedness permitted pursuant to Section 4.10(a)(vi), but only to the extent such Indebtedness is not secured by any Liens on Equity Interests in joint ventures; provided the Collateral that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase optionsare otherwise permitted under this Section 4.11. Notwithstanding the foregoing, callthe Company will not, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or nor will it permit any Restricted Subsidiary in joint venturesto, create, incur, assume or permit to exist any consensual Lien on any Equity Interests of any Intermediate Holdco, except (i) Liens created under the Notes Documents and (ii) Liens securing Indebtedness permitted under Section 6.01(a)(xvi), (xxi) and (xxiii).

Liens. Neither HoldingsThe Parent will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary to, directly or Intermediate Holdings toindirectly, create, incur, assume or permit suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Parent or asset now owned any Restricted Subsidiary, or hereafter acquired by itany income or profits therefrom, exceptor assign or convey any right to receive income therefrom, unless: (i1) in the case of Liens created under securing Subordinated Indebtedness, the Loan Documents;Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (ii2) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness in all other cases, the Notes or other obligations in excess of $5,000,000 individually the Guarantees are equally and ratably secured. The foregoing shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that not apply to (A) such modifiedLiens securing the Notes and the related Guarantees, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted incurred under Section 6.05 (Credit Facilities, including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition credit facility relating thereto, that was permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation terms of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend this Indenture to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations be incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge clause (1) of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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)Section 4.09(b) hereof, and (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Pari Passu Indebtedness permitted to be incurred pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii)4.09 hereof; provided that (in the case of clauses (B) and (D)provided, such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of any incurrence of the obligations secured thereby (such Pari Passu Indebtedness and after giving Pro Forma Effect to any such obligationspro forma effect thereto (in a manner consistent with the calculation of the Consolidated Leverage Ratio) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on under this clause (xx) C), the Consolidated Secured Leverage Ratio shall not exceed the be greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used than 3.50 to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a 1.00. Any Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account benefit of such Person the Holders of the Notes pursuant to facilitate this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the purchase, shipment, or storage release and discharge of such inventory or other goods the applicable Lien described in the ordinary course of business; clauses (xxiv1) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B2) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesof this Section 4.12.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents, including Liens securing Incremental Facilities; (ii) Permitted Encumbrances; (iii) Liens existing on Effective the Closing Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, ; and any modifications, replacements, renewals or extensions thereof; provided that (A1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (ia) after-acquired property that is affixed or incorporated into the property covered by such Lien and (iib) proceeds and products thereof, unless such modified, replacement, renewal or extension Lien is otherwise permitted by a separate provision of this Section 6.02, and (B2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease or sublease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (on a non-exclusive basis) that are entered into in the ordinary course of business or that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Holdings and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property and Equity Interests of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case case, to the extent such Indebtedness is permitted under Section 6.01(aSections 6.01(a)(xix), 6.01(a)(xxiii) and 6.01(a)(xxv); (x1) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, (2) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Party, (3) Liens granted by a Loan Party in favor of any other Restricted Subsidiary that is not a Loan Party; provided that, in the case of this clause (3) such Lien is subordinated to the Liens securing the Secured Obligations on terms reasonably satisfactory to the Administrative Agents, and (4) Liens granted by a Loan Party in favor of a Restricted Subsidiary that is a Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary)hereof; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property than the proceeds or assets products thereof and additions and accessions, proceeds and products thereto, other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderproperty, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii6.01(a)(vii); (xii) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor or sublessor, licensor or sublicensor or secured by a lessor’s or sublessor’s, licensor’s or sublicensor’s interest under leases or subleases (other than leases or subleases constituting Capital Lease Obligations) ), subleases, licenses, cross licenses or sublicenses entered into by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business, provided that any interest or title granted under any licenses, cross-licenses, or sublicenses is non-exclusive and does not materially interfere with the business of Holdings and the Restricted Subsidiaries, taken as a whole; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower Holdings or any of the Restricted Subsidiaries Subsidiary in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted InvestmentsCash Equivalents”; (xv) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers Holdings and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower Holdings or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any the Borrower or any Restricted Subsidiary are located and any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of Holdings or any Restricted Subsidiaries are locatedSubsidiary; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens (A) on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) on the Collateral securing Permitted Second Priority Refinancing Debt, (C) on the Collateral securing Incremental Equivalent Debt, Debt (and permitted to be incurred as secured Indebtedness) and (D) securing Ratio Indebtedness permitted pursuant (including with respect to Section 6.01(a)(ii)(C) and 6.01(a)(xxviiiRatio Indebtedness, Liens on assets that do not constitute Collateral); provided that (in if any such Indebtedness is secured by the case of clauses (B) and (D)Collateral, such Liens do not secure Consolidated First Lien Debt and the Indebtedness shall be subject to an applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured ObligationsAgreement; (xx) other LiensLiens (including Liens on assets that do not constitute Collateral); provided that at the time of incurrence of such Liens and the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million 50,000,000 and 15.025.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunderthe Equity Interests of Unrestricted Subsidiaries; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings[reserved]; (Axxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and thereof; (Bi) Liens on specific items Equity Interests of inventory joint ventures securing capital contributions to, or other goods obligations of, such Persons, (ii) customary rights of first refusal and proceeds tag, drag and similar rights in joint venture agreements and (iii) Liens solely on any xxxx xxxxxxx money deposits made by Holdings or any of its Restricted Subsidiaries in connection with any Person securing such Person’s obligations letter of intent or purchase agreement permitted hereunder; (xxv) Liens in respect of bankers’ acceptances issued Sale Leasebacks in each case on the assets or created for the account of property sold and leased back in such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of businessSale Leaseback; (xxivxxvi) Liens on cash and Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness provided that such defeasance, discharge or redemption is permitted hereunder; (xxvii) Liens on cash or Permitted Investments Cash Equivalents securing Swap Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law and that are not entered into for speculative purposes and Liens securing Indebtedness permitted under Section 6.01(a)(vi) and (xiii); (xxviii) with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Requirements of Law; (xxvxxix) [reserved]; (xxx) Liens securing Indebtedness permitted under Sections 6.01(a)(xix) or 6.01(a)(xxiii); provided that if any such Indebtedness is secured by the Collateral the beneficiaries thereof (or an agent on their behalf) shall have entered into a Market Intercreditor Agreement; (xxxi) Liens on equipment the Equity Interests of Intermediate Holdings, joint venture arrangements securing financing arrangements for the Borrowers or any Restricted Subsidiary granted in benefit of the ordinary course applicable joint venture arrangement that are not otherwise prohibited under this Agreement and Liens on Equity Interests of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of businessUnrestricted Subsidiaries; and (xxvii) (Axxxii) Liens on Equity Interests in joint ventures; provided that any such Lien is cash collateral granted in favor of any Lender created as a creditor of such joint venture and such creditor is not an Affiliate result of any partner requirement or option to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect cash collateralize pursuant to Equity Interests held by Holdings this Agreement or any Restricted Subsidiary other Loan Document. Notwithstanding the foregoing, all Liens incurred under the Loan Documents will be deemed to have been incurred in joint venturesreliance only on clause (i) of this Section 6.02.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens for Taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the MLP or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; (b) Transaction Liens; (c) Permitted Liens; (d) any Lien on any property of the MLP or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens any Restricted Subsidiary existing on Effective Date; provided that any Lien securing Indebtedness or other obligations the date hereof and listed in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, 7.3 and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension the Lien does not (x) extend to any additional property or (y) secure any additional obligations, in each case, other than (i) after-acquired the initial property that is affixed or incorporated into the property covered by so subject to such Lien and (ii) proceeds the Indebtedness and products thereofother obligations originally so secured, and (B) the obligations secured any modifications, replacements, renewals, extensions or benefited by such modified, replacement, renewal or extension Lien are refinancings thereof permitted by Section 6.01hereunder; (ive) Liens securing Indebtedness permitted under Section 6.01(a)(v) on assets acquired, constructed, developed, designed or (xxvii)improved by the MLP or any Restricted Subsidiary; provided that (A) the Indebtedness secured by such Liens attach concurrently with or within 270 days after the acquisitionis permitted by Section 7.2(j), repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, and (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions will only apply to such property and the proceeds and the products thereofassets (plus additions, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligationsaccessions, such Liens do not at any time extend replacements to or cover any assets (except for accessions to or proceeds of such assets); (f) Liens securing Indebtedness permitted by Section 7.2(e) or (j)(ii); provided that any such Lien is not extended to cover any other than property or assets of the MLP or any Restricted Subsidiary (except additions, accessions, replacement and improvements to or of the property or assets subject to such Capital Lease Obligations; providedLien), further, that individual financings except to the extent such extended Lien is permitted to be incurred under any other clause of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderthis Section 7.3; (vg) leases, licenses, subleases or sublicenses any Lien granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of Swing line Lender or any property to be acquired in an Investment permitted Issuing Bank pursuant to Section 6.04 arrangements designed to be applied against the purchase price for eliminate such Investment Swing line Lender’s or otherwise in connection with any escrow arrangements Issuing Bank’s risk with respect to any such Investment Defaulting Lender’s or Defaulting Lenders’ participation in Swing line Loans or Letters of Credit, respectively, as contemplated by Section 2.20; (h) Liens securing Indebtedness or other obligations of the MLP or a Restricted Subsidiary to a Loan Party; (i) Liens on Capital Stock of any Unrestricted Subsidiary; (j) Liens securing obligations under Hedging Agreements of the MLP or any Disposition Restricted Subsidiary permitted under Section 6.05 7.2(o) and deposits and margin payments made in connection therewith, provided that the aggregate amount of such deposits and margin payments at any time shall not exceed $10,000,000; (including any letter of intent or purchase agreement k) [reserved]; (l) Liens incurred in connection with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition Sale and Leaseback Transactions permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien7.2(e); (ixm) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary)MLP, in each case after the date hereof (other than provided such Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was were not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does thereof and do not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower MLP or any Restricted Subsidiary in (except additions, accessions, replacements and improvements to or of the ordinary course property or assets subject to such Lien), except to the extent such extended Lien is Permitted to be incurred under any other clause of businessthis Section 7.3; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviiin) Liens on insurance policies and not otherwise permitted by this Section 7.3 so long as the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence aggregate outstanding principal amount of the obligations secured thereby (after giving Pro Forma Effect to any such obligationsfor the MLP and all Restricted Subsidiaries) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall do not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof $50,000,000 and (B) Liens on specific items 5.0% of inventory Consolidated Net Tangible Assets at any time outstanding (determined at the time of incurrence), which Liens, if secured by Collateral, may be equal and ratable with or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for junior to the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods Transaction Liens; provided that in the ordinary course of business; (xxiv) event that such Liens on cash or Permitted Investments securing Swap Agreements in are secured by Collateral, such Liens are subject to an intercreditor agreement reasonably satisfactory to the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of businessAdministrative Agent; and (xxvii) (Ao) Liens pursuant to or contemplated by the Transaction Documentation in effect on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, callthe Closing Date, and similar rights ofas amended or modified thereafter on terms that are not materially less favorable to the MLP and its Restricted Subsidiaries, taken as a whole, considered in the aggregate taking into account all such substantially contemporaneous amendments and restrictions for modifications of the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesTransaction Documentation.

Liens. Neither Holdings, any Intermediate Holdings nor any No Borrower willshall, nor will they shall it permit any Restricted Subsidiary of its Subsidiaries to, directly or Intermediate Holdings toindirectly, create, incur, assume or permit suffer to exist or agree to create, incur or assume any Lien on in, upon or with respect to any property of its properties or asset assets (including, without limitation, any securities or debt instruments of any of their Subsidiaries), whether now owned or hereafter acquired by itacquired, except:or assign or otherwise convey any right to receive income to secure any obligation; except for the following Liens (herein referred to as “Permitted Liens”): (ia) Liens created under by the Loan Documents; (iib) Customary Permitted EncumbrancesLiens; (iiic) Liens existing on Effective Date; provided that any Lien securing the date hereof to secure Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth to Remain Outstanding listed on Schedule 6.02, 8.2(i) hereto and Permitted Refinancings thereof and other Liens listed on Schedule 8.1(c) hereto; (d) Liens on any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed securing Indebtedness incurred or incorporated into assumed for the property covered by purpose of financing all or any part of the acquisition, construction, repair or improvement cost of such Lien property, including Capitalized Lease Obligations (or financing of the purchase price within ninety (90) days after the respective purchase of assets), and Permitted Refinancings thereof, (ii) proceeds securing Sale and products Leaseback Transactions and Permitted Refinancings thereof, and (Biii) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such property is acquired or such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary)and, in each case after the date hereof case, within this clause (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiaryiii); provided that (A) such Lien was , not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets event and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder Permitted Refinancings thereof; provided that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any each of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.foregoing:

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind (including any document or instrument in respect of goods or accounts receivable) of Holdings, any Borrower or any of the Restricted Subsidiaries, whether now owned or hereafter acquired by itacquired, or any income or profits therefrom, except: (ia) Liens created under in favor of the Loan DocumentsCollateral Agent for the benefit of the Secured Parties granted pursuant to any Credit Document; (iib) Permitted Encumbrances; (iiic) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations the Closing Date and listed in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, 6.2 and any modifications, replacements, renewals renewals, restructurings, refinancings or extensions thereof; provided that provided, (Ai) any such modified, replacement, renewal or extension Lien does not extend to any additional property other than (iA) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 6.1 and (B) proceeds and products thereof and (ii) proceeds and products thereofthe replacement, and (B) renewal, extension or refinancing of the obligations secured or benefited by such modifiedLiens, replacementto the extent constituting Indebtedness, renewal or extension Lien are is permitted by Section 6.016.1; (ivd) Liens, if any, in favor of the Issuing Bank and/or the Swing Line Lender to Cash Collateralize or otherwise secure the obligations of a Defaulting Lender to fund risk participations hereunder; (e) Liens (i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.1(h) in existence for less than 45 days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies, (ii) arising out of judgments or awards against Holdings, any Borrower or any of the Restricted Subsidiaries with respect to which an appeal or other proceeding for review is then being pursued and (iii) notices arising out of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings for which adequate reserves have been made; (f) Liens securing Indebtedness permitted under pursuant to Section 6.01(a)(v) or (xxvii6.1(h); provided that (Ai) such Liens attach concurrently with or are created within 270 days after of the acquisition, construction, repair, replacement, construction lease or improvement (as applicable) of the property subject to such LiensLiens (ii) the Indebtedness secured thereby does not exceed 100% of the cost of the applicable property, improvements or equipment at the time of such acquisition (Bor construction) such Liens do not at plus the amount of any time encumber any property fees or other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereofexpenses incurred in connection therewith, and any lease of such property (including accessions theretoiii) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to or proceeds of such assets) other than the assets subject to such Capital Lease ObligationsLeases and the proceeds and products thereof and customary security deposits; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xig) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including other than by the designation of an Unrestricted Subsidiary as a Restricted SubsidiarySubsidiary pursuant to Section 5.15), in each case after the date hereof (other than but excluding Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary)Subsidiary to the extent such Equity Interests are owned by any Credit Party; provided that provided, (Ai) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (Bii) such Lien does not extend to or cover any other assets or property (other thanthan the proceeds, with respect to such Person, any replacements of such property or assets products and additions accessions thereof and accessions, proceeds and products thereto, other than after-acquired property subject 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 or includerequire, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderproperty, 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 (Ciii) the Indebtedness (if any) secured thereby is permitted under Section 6.01(a)(v) or (vii)6.1; (xiih) Liens securing Indebtedness subject to a Permitted Refinancing, but only if the applicable refinanced Indebtedness is permitted by Section 6.1 and is secured at the time that the applicable refinancing Indebtedness is issued or incurred; provided, (x) the Lien securing the applicable refinancing Indebtedness shall be no broader with respect to the type or scope of assets covered thereby than the Lien that secured the applicable refinanced Indebtedness at the time of the issuance or incurrence of such refinancing Indebtedness, and, if applicable, any interest after-acquired property that is affixed or title incorporated into the property covered by such Lien and the proceeds and products thereof and (y) if the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is secured by Liens that are contractually junior to the Liens securing the Obligations, such modification, refinancing, refunding, renewal, replacement or extension Indebtedness shall be unsecured or secured by Liens that are contractually junior to the Liens securing the Obligations on terms (a) at least as favorable (taken as a whole) (as reasonably determined in good faith by Holdings in consultation with the Administrative Agent) to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended or (b) otherwise reasonably acceptable to the Administrative Agent; (i) Liens securing Indebtedness of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of businessan aggregate amount for all such Persons not to exceed at any time $5,000,000; (xiiij) Liens arising out on property of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in that are not Credit Parties securing Indebtedness of such Restricted Subsidiaries permitted under Section 6.1(l); provided that such Liens are limited to the ordinary course assets of businessany such Restricted Subsidiary that is not a Credit Party; (xivk) Liens deemed to exist in connection with Investments in repurchase agreements securing Indebtedness (and related obligations) permitted under clause (eii) of the definition of the term “Permitted Investments”Obligations; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviiil) Liens on insurance policies Collateral securing Indebtedness (and related obligations) permitted under Sections 6.1(n) or 6.1(s), subject to the proceeds thereof securing Intercreditor Agreement or another intercreditor or subordination agreement reasonably satisfactory to the financing of the premiums with respect thereto;Administrative Agent; and (xixm) Liens on the Collateral securing (Ax) securing Permitted First Priority Refinancing Debt, subject to the Intercreditor Agreement or (By) securing Permitted Second Priority Refinancing Debt, subject to the Intercreditor Agreement. For purposes of determining compliance with this Section 6.2, if any Lien meets the criteria of more than one of the categories of Liens described in Section 6.2(a) through 6.2(m), for the avoidance of doubt the Borrowers may, in their sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(Cor any portion thereof) and 6.01(a)(xxviii)will only be required to include the amount and type of Lien in one or more of the above clauses; provided that (in all Liens created under the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall Credit Documents will be deemed to have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing been created in reliance only on this clause (xxSection 6.2(a) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchaseand, shipmentif applicable, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesSection 6.2(d).

Liens. Neither HoldingsParent shall not, and shall not permit the Issuer or any Intermediate Holdings nor any Borrower willother Guarantor to, nor will they permit any Restricted Subsidiary directly or Intermediate Holdings toindirectly, create, incur, assume or permit to exist any Lien (except Permitted Liens) that secures any Indebtedness or any related guarantee of Indebtedness, on any asset or property of Parent, the Issuer or asset now owned or hereafter acquired by it, exceptany Guarantor unless: (ia) in the case of Liens created under securing Subordinated Indebtedness, the Loan Documents;Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; and (iib) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided in all other cases, the Notes or the Guarantees are equally and ratably secured, except that any Lien securing Indebtedness the foregoing shall not apply to or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that restrict (A) such modifiedLiens securing obligations in respect of the Notes and the related Guarantees, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the Liens securing obligations secured or benefited by such modifiedin respect of (x) Indebtedness and other Obligations permitted to be incurred under Credit Facilities, replacementincluding any letter of credit facility relating thereto, renewal or extension Lien are that was permitted by the terms of this Indenture to be incurred pursuant to Section 6.01; 4.09(b)(i) hereof and (ivy) obligations of Parent or any Subsidiary in respect of any Bank Products provided by any lender party to any Senior Secured Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of a lender at the time the applicable agreements pursuant to which such Bank Products are provided were entered into) and (C) Liens securing obligations in respect of Indebtedness permitted to be incurred under Section 4.09 hereof; provided, that, with respect to Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and this subclause (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence and after giving pro forma effect thereto and to the application of the obligations secured thereby net proceeds thereof, the Consolidated Secured Debt Ratio would be no greater than 4.50 to 1.00. In the event that a Permitted Lien meets the criteria of more than one of the types of Permitted Liens (after giving Pro Forma Effect at the time of incurrence or at a later date), Parent in its sole discretion may divide, classify or from time to time reclassify all or any portion of such obligations) Permitted Lien in any manner that complies with this Section 4.12 and such Permitted Lien shall be treated as having been made pursuant only to the aggregate clause or clauses of the definition of Permitted Lien to which such Permitted Lien has been classified or reclassified; provided, that all Liens securing Indebtedness under the Senior Secured Credit Facilities on the Issue Date will at all times be treated as incurred and outstanding face amount of obligations secured by Liens existing in reliance on this under clause (xxb)(x) shall not exceed of the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a previous paragraph. Any Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account benefit of such Person the Holders of the Notes pursuant to facilitate this Section 4.12 shall be deemed automatically and unconditionally released and discharged upon the purchase, shipment, or storage release and discharge of such inventory or other goods each of the Liens described in the ordinary course of business; clauses (xxivi) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (Bii) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesabove.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary Directly or Intermediate Holdings toindirectly, create, incur, assume or permit suffer to exist any Lien on of any kind on, or assign any right to receive income or profits on, any property or asset now owned or hereafter acquired by itacquired, except: (ia) Liens created under held by the Collateral Agent pursuant to the Loan Documents; Documents on assets of the Borrower or any Subsidiary Guarantor securing the Secured Obligations of the Borrower or such Subsidiary Guarantor (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) including Liens securing Specified Commodity Hedging Transactions, Specified Credit Support Facilities and Additional Intercreditor Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(aRelated Agreements); (xb) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor to secure the performance of any Loan Partystatutory obligations, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition surety or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary)appeal bonds, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition performance bonds, bid bonds, completion guarantees or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries like nature incurred in the ordinary course of business; (xiiic) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 6.01(f), (o) and (p) hereof covering only the assets acquired with or financed by such Indebtedness; (d) Liens existing on the Funds Availability Date and set forth on Schedule 6.02(d) (Funding); (e) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision has been made to the extent required by GAAP; (f) Liens of landlords arising by statute and liens of suppliers, mechanics, repairmen, carriers, materialmen, bailees, warehousemen or workmen and other similar Liens, in each case (i) imposed by law or arising in the ordinary course of business, (ii) for amounts not yet due or that are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings and (iii) with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP; (g) any exception, minor defect or irregularity (i) listed on the title policies or on the surveys issued in connection with any Mortgaged Property and (ii) in respect of any Mortgaged Properties following the Funds Availability Date and other real property, other properly recorded easements, rights of way, licenses, reservations, servitudes, permits, conditions, covenants, rights of others, restrictions, oil, gas and other mineral interests, royalty interests and leases, encroachments, protrusions, zoning or land use rights and other similar charges or encumbrances, and with respect to (i) and (ii) that do not interfere in any material respect with the Permitted Business conducted at such Mortgaged Property or such other real property; (h) Liens to secure any Permitted Refinancing Indebtedness permitted under Section 6.01; provided that such Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); (i) Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security benefits; (j) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Borrower or any of its Restricted Subsidiaries, including rights of offset and set-off, in each case made in the ordinary conduct of the Permitted Business; (k) Liens arising under leases or subleases of real property that do not, in the aggregate, materially detract from the value of such real property or interfere with the ordinary conduct of the Permitted Business as proposed to be conducted at such real property; (l) statutory Liens arising under ERISA incurred in the ordinary conduct of the Permitted Business; (m) Liens existing on the assets of any Person that becomes a Restricted Subsidiary or existing on assets acquired, in each case pursuant to a Permitted Acquisition, to the extent the Liens on such assets secure Indebtedness permitted by Section 6.01(o); provided that such Liens attach at all times only to the same assets that such Liens attached to, and secure only the same Indebtedness that such Liens secured, immediately prior to such Permitted Acquisition; (n) Liens on cash and Cash Equivalents (i) deposited by the Borrower or any of the Restricted Subsidiaries in margin accounts with or on behalf of futures contract brokers or paid over to other counterparties, or (ii) pledged or deposited as collateral to a contract counterparty or issuer of surety bonds or issuer of letters of credit by the Borrower or any of the Restricted Subsidiaries, in each case incurred in the ordinary course of the Permitted Business to secure Interest Rate/Currency Hedging Obligations that are not secured by the Lien of the Collateral Agent, Commodity Hedging Transactions (other than Specified Commodity Hedging Transactions) and Credit Support Facilities (other than Specified Credit Support Facilities); provided, that at the time such Lien is incurred, the Borrower would be in pro forma compliance with its Financial Covenants as calculated with the most recent financial information delivered pursuant to Section 5.05(a) or (b) (as applicable) assuming that such cash and Cash Equivalents were no longer netted for purposes of the definition of Consolidated Total Net Debt; (o) set-off or netting rights granted by the Borrower or any Restricted Subsidiary of the Borrower pursuant to any Hedging Transactions, solely in respect of amounts owing under such agreements; (p) Liens arising from UCC financing statements filed on a precautionary basis in respect of operating leases intended by the parties to be true leases (other than any such leases entered into in violation of this Agreement); (q) Liens on cash deposits and other funds maintained with a depositary institution, in each case arising in the ordinary course of business by virtue of any statutory or common law provision relating to banker’s liens, including Section 4-210 of the UCC; (r) Liens on assets or securities granted or deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to purchase or sell such assets or securities if such purchase or sale is otherwise permitted hereunder; (s) Liens on assets of the Borrower or any Restricted Subsidiary with respect to Indebtedness in an aggregate principal amount not to exceed $200,000,000 at any time outstanding; provided, however, that the assets of the NY Real Property Subsidiaries shall not be encumbered by Liens in respect of Indebtedness in an aggregate principal amount exceeding $50,000,000 at any time outstanding; (t) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods entered into by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries Subsidiary in the ordinary course of businessthe Permitted Business; (xivu) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”Section 6.05; (xvv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course respect of business and not for speculative purposesCash Management Obligations; (xviw) Liens that are contractual rights of setoff (A) relating to solely on any xxxx xxxxxxx money deposits made by the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course connection with any letter of businessintent or purchase agreement for Permitted Acquisitions made under Section 6.05(h); (xviix) ground leases restrictions contained in respect joint venture agreements triggering a default upon the Borrower or a Restricted Subsidiary’s pledge of real property on which facilities owned its Equity Interests or leased by Holdingsother ownership interests in such joint venture; provided that the Loan Parties shall be in compliance with Section 5.15 when such Liens arise; (y) rights reserved to or vested in others to take or receive any part of, or royalties related to, the power, gas, oil, coal, lignite, nuclear fuel or other minerals or timber generated, developed, manufactured or produced by, or grown on, or acquired with, any property of the Borrower or any of and the Restricted Subsidiaries are locatedand Liens upon the production from property of power, gas, oil, coal, lignite, nuclear fuel or other minerals or timber, and the by-products and proceeds thereof, to secure the obligations to pay all or a part of the expenses of exploration, drilling, mining or development of such property only out of such production or proceeds; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxiz) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in Cash Equivalents deposited by the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings Borrower or any Restricted Subsidiary in joint venturesmargin accounts with or on behalf of credit clearing organizations, independent system operators, regional transmission organizations, state agencies or federal agencies; (aa) Liens, restrictions, regulations, Easements, exceptions or reservations of any Governmental Authority; (bb) Liens to secure Environmental CapEx Debt or Necessary CapEx Debt permitted by Section 6.01(x) that encumber only the assets purchased, installed or otherwise acquired with the proceeds of such Environmental CapEx Debt or Necessary CapEx Debt; provided, that the Liens securing such Indebtedness must be pari passu with, or junior to, the Liens on such assets securing the Secured Obligations; and (cc) Liens on Indebtedness permitted by Sections 6.01(k) or 6.01(z), to the extent that Liens are permitted on the underlying Indebtedness with respect thereto.

Liens. Neither Holdings, any Intermediate Holdings nor any The Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 2,500,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (ia) after-acquired property that is affixed or incorporated into the property covered by such Lien and (iib) proceeds and products thereof, and (B2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases subleases, sublicenses or sublicenses other similar rights granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code or similar provision of other applicable law on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a)6.01; (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property than the proceeds or assets products thereof and additions and accessions, proceeds and products thereto, other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderproperty, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any the Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C6.01(a)(xviii) and 6.01(a)(xxviii6.01(a)(xxvi); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the any Liens on the Collateral shall rank securing any Indebtedness pursuant to this clause are junior in priority relative to the Liens on the ABL Priority Collateral securing the Secured Obligations and senior in priority relative to the Liens on the CF Debt Priority Collateral securing the Secured Obligations, and the agent or other representative for the lenders or holders of such Indebtedness has become a party to the ABL Intercreditor Agreement or another intercreditor agreement reasonably acceptable to the Administrative Agent; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million 150,000,000 and 15.015% of Consolidated EBITDA for the Test Period then last ended; provided that in each case, any Liens on ABL Priority Collateral securing any Indebtedness of a Loan Party pursuant to this clause are junior to the Liens securing the Secured Obligations and the agent or other representative for the lenders or holders of any Material Indebtedness secured under this clause shall have become a party to the ABL Intercreditor Agreement and/or another intercreditor agreement reasonably acceptable to the Administrative Agent; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of businessthereof; (xxivxxiii) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; (xxvxxiv) Liens on equipment of Intermediate Holdings, the Borrowers or any deposits taken by a Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to that constitutes a public utility or any municipality or governmental authority when required by such utility or authority regulated bank incurred in connection with the operations taking of such Person in the ordinary course of businessdeposits; and (xxviixxv) additional Liens; provided that (A) Liens on Equity Interests in joint ventures; provided that at the time any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and incurred, the applicable Payment Conditions are satisfied; (B) purchase optionsno Event of Default shall have occurred and be continuing and (C) in each case, call, any Liens on ABL Priority Collateral securing any Indebtedness pursuant to this clause are junior to the Liens securing the Secured Obligations and similar rights of, and restrictions the agent or other representative for the benefit oflenders or holders of such Indebtedness has become a party to the ABL Intercreditor Agreement or another intercreditor agreement reasonably acceptable to the Administrative Agent. For purposes of determining compliance with this Section 6.02, a third party with respect to Equity Interests held by Holdings in the event that any Lien meets the criteria of more than one of the categories of Liens described in clauses (i) through (xxv) above (or any Restricted Subsidiary subclause contained therein or any defined term used therein), the Borrower may, in joint venturesits sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (or any portion thereof) and will only be required to include the amount and type of such Lien in one or more of the above clauses; provided that all Liens securing the Secured Obligations as of the Effective Date will be deemed to have been incurred in reliance only on the applicable exception in clause (i).

Liens. Neither Holdings, any Intermediate Holdings the Borrower nor any Borrower will, nor Guarantor will they permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit suffer to exist any Lien in, of or on the Property of the Borrower or any property or asset now owned or hereafter acquired by itGuarantor, except: (i) Liens created under the Loan Documents;Permitted Liens. (ii) Permitted Encumbrances;Liens for taxes, assessments or governmental charges or levies which solely encumber property abandoned or in the process of being abandoned and with respect to which there is no recourse to the Borrower or any Guarantor or any Subsidiary. (iii) Purchase-money Liens existing on Effective Date; provided that any Property hereafter acquired or the assumption of any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens Property existing on property at the time of its such acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was and not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii);a Lien incurred in connection with any conditional sale or other title retention or a Capitalized Lease; provided that: (xiia) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by Any Property subject to any of Intermediate Holdings, any the foregoing is acquired by the Borrower or any of the Restricted Subsidiaries Guarantor in the ordinary course of businessits respective business and the Lien on any such Property attaches to such asset concurrently or within ninety (90) days after the acquisition thereof; (xiiib) Each Lien shall attach only to the Property so acquired. (iv) Liens arising out of conditional saleexisting on the date hereof (and not otherwise permitted under this Section 6.15) and described in Schedule 6.15 hereto and Liens securing Refinancing Indebtedness with respect thereto, title retentionbut only to the extent such Liens encumber the same collateral in whole or in part as the previous Liens securing the Indebtedness being refunded, consignment refinanced or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business;extended. (xivv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;otherwise permitted by this covenant, provided that the aggregate amount of Indebtedness secured by such Liens outstanding at any time shall not exceed $60,000,000. (xvivi) Judgments and similar Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given arising in connection with court proceedings; provided the incurrence of Indebtedness, (B) relating to pooled deposit execution or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers enforcement thereof is stayed and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into claim is being contested in good faith, with customers of Intermediate Holdings, any adequate reserves therefor being maintained by the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business Guarantor in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesGAAP.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary or Intermediate Holdings 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) or rights in respect of any thereof, except: (ia) Liens created under the pursuant to any Loan DocumentsDocument; (iib) Permitted Encumbrances; (iiic) Liens any Lien on any property or asset of any Borrower or any Subsidiary existing on the First Amendment Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if Date and set forth on in Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (Ai) such modified, replacement, renewal or extension Lien does shall not extend apply to any additional other property or asset of such Borrower or Subsidiary or any other than (i) after-acquired property that is affixed Borrower or incorporated into the property covered by such Lien Subsidiary and (ii) proceeds and products thereofsuch Lien shall secure only those obligations which it secures on the date hereof, and (B) extensions, renewals and replacements thereof that do not increase the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01outstanding principal amount thereof; (ivd) Liens securing Indebtedness permitted under Section 6.01(a)(v) on fixed or (xxvii)capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (Ai) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement secure Indebtedness permitted by clause (as applicablee) of the property subject to such LiensSection 6.01, (Bii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the products thereof, and any lease completion of such property construction or improvement, (including accessions theretoiii) and the proceeds and products thereof Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (Civ) with respect to Capital Lease Obligations, such Liens do shall not at apply to any time extend to other property or cover any assets (except for accessions to or proceeds of such assets) Borrower or Subsidiary or any other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderBorrower or Subsidiary; (ve) leases, licenses, subleases or sublicenses granted to others any Lien assumed in connection with a Permitted Acquisition that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesssecures Indebtedness permitted by Section 6.01(i); (vif) 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; (vii) Liens (A) of a collection collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code on items UCC in effect in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including relevant jurisdiction covering only the right of setoff) and that are within the general parameters customary in the banking industryitems being collected upon; (viiig) Liens (A) on cash advances or escrow deposits in favor arising out of the seller of any property to be acquired in an Investment sale and leaseback transactions permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under by Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (xh) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Borrower or another Loan PartyParty or any other Subsidiary in respect of Indebtedness owed by such Subsidiary; (i) Liens securing Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 6.01(j); (j) [reserved]; (k) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05, Liens granted by a Restricted customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (l) in the case of (i) any Subsidiary that is not a Loan Party wholly owned Subsidiary or (ii) the Equity Interests in favor of Restricted Subsidiary any Person that is not a Loan Party Subsidiary, any encumbrance or restriction, including any put and Liens granted by a Loan Party call arrangements, related to Equity Interests in favor such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any other Loan Party;related joint venture, shareholders’ or similar agreement; and (xim) Liens existing on property at assets of the time of Company and its acquisition Subsidiaries not constituting Collateral securing Indebtedness or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary)obligations; provided that the aggregate principal amount of the Indebtedness or other obligations secured by such Liens does not exceed $2,500,000 at any time outstanding; and (An) such Lien was not created Liens securing Indebtedness incurred under Section 6.01(f) that is permitted to be secured in contemplation accordance with Section 6.01(f) (for the avoidance of doubt, subject to an Intercreditor Agreement subordinating the priority of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing granted to secure the Secured Obligations; (xx) other Liens; provided that ), so long as at the time of incurrence of such Indebtedness (or, at the obligations secured thereby (after giving Pro Forma Effect Company’s option, as of the date any exchange transaction is offered to any such obligations) holders of the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed Senior Notes so long as the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account incurrence of such Person to facilitate the purchase, shipment, or storage Indebtedness is consummated no more than 35 days of such inventory or other goods in the ordinary course of business; offer (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client longer period as agreed to by the FILO Agent) after such offer date), Liquidity is at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesleast $300,000,000.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien on any property or asset now assets (including stock or other securities of any person) of the Borrower or any Subsidiary at the time owned by it or hereafter acquired by iton any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (ia) Liens created under on property or assets of the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens Borrower and the Subsidiaries existing on Effective Date; provided that any Lien the Closing Date (or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to the extent securing Indebtedness or other obligations in an aggregate principal amount in excess of $5,000,000 individually shall only be permitted if 2,000,000, set forth on Schedule 6.02, 6.02(a) and any modifications, replacements, renewals or extensions thereof; provided provided, that such Liens shall secure only those obligations that they secure on the Closing Date (Aand any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01(a)) such modified, replacement, renewal or extension Lien does and shall not extend subsequently apply to any additional other property or assets of the Borrower or any Subsidiary other than (iA) after-acquired property that is affixed or incorporated into the property covered by such Lien Lien, and (iiB) proceeds and products thereof, ; (b) any Lien created under the Loan Documents (including Liens created under the Security Documents securing obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (Bc) any Lien on any property or asset of the obligations secured Borrower or benefited by such modified, replacement, renewal any Subsidiary securing Indebtedness or extension Lien are Permitted Refinancing Indebtedness permitted by Section 6.016.01(h); provided, that (i) in the case of Liens that do not extend to the Collateral, such Lien does not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than after-acquired property required to be subjected to such Lien pursuant to the terms of such Indebtedness (and refinancings thereof), 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), (ii) in the case of Liens on the Collateral that are (or are intended to be) junior in priority to the Liens securing the Term B Loans, such Liens shall be subject to a Permitted Junior Intercreditor Agreement and (iii) in the case of Liens on the Collateral that are (or are intended to be) pari passu with the Liens on the Collateral securing the Term B Loans, such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement; (ivd) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (g) deposits and other Liens incurred in the ordinary course of business to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof), in each case, incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) zoning restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (i) Liens securing Indebtedness permitted under by Section 6.01(a)(v) or (xxvii6.01(i); provided provided, that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber apply to any property or assets of the Borrower or any Subsidiary other than the property financed by or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness, except for accessions to such property and Indebtedness (or the proceeds and the products thereofIndebtedness Refinanced thereby), and any lease of such property (including accessions and additions thereto) and the , proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligationscustomary security deposits; provided, further, that individual financings of equipment provided by one lender may be cross cross-collateralized to other financings of equipment provided by such lenderlender (and its Affiliates) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were secured on a basis junior to the Liens securing the Loan Obligations, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness shall also be secured on a basis junior to the Liens securing the Loan Obligations); (vj) leasesLiens arising out of capitalized lease transactions permitted under Section 6.03, licensesso long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property; (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) Liens disclosed by the title insurance policies delivered on (with respect to all Mortgages delivered on the Closing Date) or subsequent to the Closing Date and pursuant to Section 5.10 or Schedule 5.10 and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; (m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary, including with respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business; (o) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes or (iv) in respect of Third Party Funds; (p) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted under Section 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof; (q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others that do in the ordinary course of business not (A) interfere interfering in any material respect with the business of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vir) 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; (viis) Liens (A) of a collection bank arising under Section 4-210 solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise Subsidiaries in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (i) Liens with respect to such Investment property or Disposition) or (B) consisting of an agreement to dispose assets of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor securing obligations of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party permitted under Section 6.01 and Liens granted by a Loan Party in favor of any other Loan Party; (xiii) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien of any person securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, under Section 6.01(bb) (it being understood that such requirement shall not be permitted to apply with respect to any property Liens on the Collateral being incurred under this clause (t)(ii) to which such requirement would not have applied but for such acquisition)secure Permitted Refinancing Indebtedness, and (C) if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were secured thereby is permitted on a basis junior to the Liens securing the Term B Loans, then any Liens on such Collateral being incurred under Section 6.01(a)(vthis clause (t)(ii) or (viito secure Permitted Refinancing Indebtedness shall also be secured on a basis junior to the Liens securing the Term B Loans); (xiiu) Liens on any interest amounts held by a trustee under any indenture or title other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (v) the prior rights of a lessor consignees and their lenders under leases (other than leases constituting Capital Lease Obligations) consignment arrangements entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiiiw) Liens agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods from inventory consigned by any of Intermediate Holdings, any the Borrower or any of the Restricted their Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (xivx) Liens deemed arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (y) Liens on Equity Interests in joint ventures (i) securing obligations of such joint venture or (ii) pursuant to exist in connection with Investments in the relevant joint venture agreement or arrangement; (z) Liens on securities that are the subject of repurchase agreements permitted constituting Permitted Investments under clause (ec) of the definition of the term “Permitted Investments”thereof; (xvaa) Liens encumbering reasonable customary initial deposits and margin deposits and similar in respect of Permitted Receivables Financings that extend only to the Receivables Assets subject thereto; (bb) Liens attaching securing insurance premiums financing arrangements; provided, that such Liens are limited to commodity trading accounts the applicable unearned insurance premiums; (cc) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; (dd) Liens securing Indebtedness or other brokerage accounts incurred obligation (i) of the Borrower or a Subsidiary in favor of the ordinary course Borrower or any Subsidiary Loan Party and (ii) of business and any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; (ee) Liens on not more than $5,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes; (xviff) Liens that are contractual rights on goods or inventory the purchase, shipment or storage price of setoff (A) relating to which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the establishment account of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviiigg) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank are junior to the Liens on the Collateral securing the Secured ObligationsTerm B Loans, so long as such junior Liens are subject to a Permitted Junior Intercreditor Agreement; (xxhh) other Liens; provided Liens on Collateral that at are pari passu with the time of Liens securing the Term B Loans, so long as (i) immediately after giving effect to the incurrence of the obligations Indebtedness secured thereby by such pari passu Liens and the use of proceeds thereof (after giving but without netting any of the net cash proceeds of such Indebtedness incurred on such date against the applicable amount of Consolidated Debt for purposes of such calculation), the Net First Lien Leverage Ratio on a Pro Forma Effect Basis is not greater than 3.75 to 1.00 and (ii) such pari passu Liens are subject to a Permitted Pari Passu Intercreditor Agreement; provided, that, if any such obligations) the aggregate outstanding face amount of obligations secured by pari passu Liens existing in reliance on pursuant to this clause (xxhh) secure Indebtedness that is in the form of term loans (other than High Yield-Style Loans) (any such Indebtedness secured by such pari passu Liens, a “Pari Term Loan”), then such Pari Term Loans shall not exceed be subject to the greater last paragraph of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last endedthis Section 6.02; (xxiii) Liens on cash Collateral that are pari passu with the Liens securing the Term B Loans, so long as such pari passu Liens (i) secure Indebtedness permitted by Section 6.01(b), 6.01(h), 6.01(r), 6.01(y) or 6.01(z) and (ii) are subject to a Permitted Investments used Pari Passu Intercreditor Agreement; provided, that, if any pari passu Liens pursuant to satisfy or discharge Indebtedness; provided such satisfaction or discharge this clause (ii) secure Indebtedness that is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course form of business a Pari Term Loan incurred pursuant to Section 6.01(r) or Section 6.01(z), then such Pari Term Loans shall be subject to the extent the same creates a Lien on the related inventory and proceeds thereof and last paragraph of this Section 6.02 (Bjj) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business[Reserved]; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.

Liens. Neither HoldingsThe Borrower will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings to, of its Subsidiaries to create, incur, assume or permit suffer to exist or agree to create, incur or assume any Lien on in, upon or with respect to any property of its properties or asset assets (including, without limitation, any securities or debt instruments of any of its Subsidiaries), whether now owned or hereafter acquired by itacquired, except:or assign or otherwise convey any right to receive income to secure any obligation, except for the following Liens (herein referred to as “Permitted Liens”): (ia) Liens created under the Loan DocumentsSecurity Documents (including, without limitation, Liens securing the Senior Secured Notes Obligations on a pari passu basis with the Obligations, but only to the extent that such Indebtedness is permitted by Section 8.2(b)(vi)) and Liens on Cash, Cash Equivalents and Foreign Cash Equivalents securing LC Obligations; (iib) Customary Permitted EncumbrancesLiens; (iiic) Liens existing on Effective Date; provided that any property securing Indebtedness incurred or assumed for the purpose of financing all or any part of the acquisition, construction, repair or improvement cost of such property, or securing a Sale and Leaseback Transaction permitted hereunder, and any Lien securing Permitted Refinancing Indebtedness or other obligations in excess of $5,000,000 individually shall only be any Indebtedness secured by any Lien permitted if set forth on Schedule 6.02by this clause (c); provided, and any modifications, replacements, renewals or extensions thereof; provided that (A) any such modified, replacement, renewal or extension Lien does not extend to any additional other property (other than (i) after-acquired property that is affixed or incorporated into accessions and additions to the property covered by such Lien and (ii) proceeds and products thereofthereby), and (B) such Lien either existed on the obligations secured Closing Date or benefited by is created in connection with the acquisition, construction, repair or improvement of such modified, replacement, renewal or extension Lien are property as permitted by this Agreement, (C) the indebtedness secured by any such Lien (or the Capitalized Lease Obligation with respect to any Capitalized Lease) when incurred, does not exceed 100% of the fair market value of such assets; and (D) the Indebtedness secured thereby is permitted to be incurred pursuant to Section 6.018.2(b)(iv), provided that any such Permitted Refinancing Indebtedness is not increased and is not secured by any additional assets; (ivd) additional Liens securing incurred by the Borrower and its Subsidiaries which do not secure Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after for money borrowed so long as the acquisition, repair, replacement, construction or improvement (as applicable) value of the property subject to such Liens, (B) such Liens and the obligations secured thereby, do not exceed $50,000,000 in the aggregate at any one time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderoutstanding; (ve) leasesLiens consisting of an agreement to sell, licensestransfer or dispose of any asset (to the extent such sale, subleases transfer or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednessdisposition is permitted hereby); (vif) Liens in favor of customs the Borrower or any of its Subsidiaries securing intercompany Indebtedness among the Borrower and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property its Subsidiaries permitted to be acquired incurred in an Investment permitted pursuant to accordance with Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a8.2(b)(iii); (xg) Liens granted securing Indebtedness of Foreign Subsidiaries; provided, that the amount of such Indebtedness on the date that such Person incurs (as defined in Section 8.2(a)) such Indebtedness, on a Pro Forma Basis for such incurrence, does not exceed 5% of the Borrower’s Consolidated Net Tangible Assets as of the end of the most recent Fiscal Quarter for which the Borrower has delivered financial statements as required by a Restricted Subsidiary that is not a Loan Party Section 7.1 in favor of the aggregate at any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Partyone time outstanding; (xih) Liens existing on property at the time of its acquisition or (1) existing on the property Third Amendment Effective Date listed on Schedule 8.1(h) hereof and any extension, renewal or replacement thereof but only if the principal amount of any Person at the time such Person becomes a Restricted Subsidiary Indebtedness (including by the designation including, for purposes of an Unrestricted Subsidiary as a Restricted Subsidiarythis Section 8.1(h), any additional Indebtedness incurred pursuant to revolving commitments in each case after an amount not in excess of the date hereof (other than available commitment as set forth on Schedule 8.2(b)(ii) secured thereby) is not increased and such Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does do not extend to or cover any other property or assets, (2) on property of Airstar Corporation incurred pursuant to the Airstar Aircraft Financing Documents and (3) on the assets of Nitrail Vegyipari Termeló Fejlesztó Résvénytár-ság (Nitrail Chemical Engineering and Production Co., Plc) which secure not more than $2,000,000 of Indebtedness; (i) Liens on Receivables Facility Assets transferred, directly or indirectly, (a) to a Receivables Subsidiary or (b) by a Receivables Subsidiary to the purchasers of such receivables (and the filing of financing statements in connection therewith) created by, and as set forth in, the Receivables Documents pursuant to a Permitted Accounts Receivables Securitization; (j) Liens securing Acquired Debt permitted pursuant to the second proviso of Section 8.2(a) or pursuant to Section 8.2(b)(xi), provided, that any such Lien does not extend to any property other than the property of the newly acquired Subsidiary (other than, with respect and proceeds and accessions and additions to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property property) that is subject to a Lien securing such Indebtedness and other as of the closing of the Acquisition of such Subsidiary; (k) Liens on unearned insurance premiums securing Indebtedness incurred by Borrower and/or its Subsidiaries to finance such insurance premiums in a principal amount not to exceed at any time the amount of such insurance premiums to be paid by Borrower and/or its Subsidiaries for a three year period; (l) Liens securing obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, arising in the ordinary course pursuant to their terms at such timestandard documentation evidencing any Foreign Factoring Transaction; (m) Liens on Cash, a pledge of after-acquired property of such Person, Cash Equivalents and the proceeds and the products thereof and customary security deposits Foreign Cash Equivalents securing obligations in respect thereof and in the case of multiple financings letters of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is credit permitted under Section 6.01(a)(v) or (vii8.2(b)(xvii); (xiin) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any Liens on assets of the Restricted Subsidiaries in Companies permitted to be incurred or remain outstanding following the ordinary course consummation of businessthe Rockwood Acquisition pursuant to the terms of the Acquisition Agreement; (xiiio) Liens arising out of conditional saleafter the Eleventh Amendment Effective Date, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued Permitted Pari Passu Secured Refinancing Debt or created for Permitted Junior Secured Refinancing Debt (and any Permitted Refinancing Indebtedness in respect thereof) of any of the account foregoing; provided that (x) any such Liens securing any Permitted Refinancing Indebtedness in respect of Permitted Pari Passu Secured Refinancing Debt are subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent and (y) any such Person Liens securing any Permitted Refinancing in respect of Permitted Junior Secured Refinancing Debt are subject to facilitate one or more intercreditor agreements reasonably satisfactory to the purchase, shipment, or storage of such inventory or other goods in the ordinary course of businessAdministrative Agent; (xxivp) additional Liens on cash securing an aggregate amount of Indebtedness or Permitted Investments securing Swap Agreements other obligations not exceeding $50,000,000 in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or aggregate at any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of businessone time outstanding; and (xxviiq) for the avoidance of doubt and without limiting the intent of the parties to the Eleventh Amendment Escrow Agreement to create a true escrow thereunder with respect to the Escrow Collateral (Aas defined in the Eleventh Amendment Escrow Agreement), Liens (if any) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture the Eleventh Amendment Escrow Agent and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions the Administrative Agent for the benefit ofof the 2014-1 Additional Term Loan Lenders on the Escrow Collateral pursuant to the Eleventh Amendment Escrow Agreement. In connection with the granting of Liens of the type described in clause (c) of this Section 8.1 by the Borrower or any of its Subsidiaries, a third party at the reasonable request of the Borrower, and at the Borrower’s expense, the Administrative Agent or the Collateral Agent shall take (and is hereby authorized to take) any actions reasonably requested by the Borrower in connection therewith (including, without limitation, by executing appropriate lien releases in favor of the holder or holders of such Liens, in either case solely with respect to Equity Interests held by Holdings the item or any Restricted Subsidiary in joint venturesitems of equipment or other assets subject to such Liens).

Liens. Neither HoldingsThe Borrower and Guarantor will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings of their Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon any property of its property, revenues or asset assets (real or personal, tangible or intangible), whether now owned or hereafter acquired by itor sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase or leaseback such property or assets (including sales or accounts receivable with recourse to such Borrower, Guarantor or any of their respective Subsidiaries), or assign any right to receive income or permit the filing of any financing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, except, with respect to Borrowing Base Properties, Permitted Borrowing Base Liens and with respect to all Properties other than Borrowing Base Properties, the following: (ia) Liens created under securing payment of the Obligations granted pursuant to any Loan DocumentsDocument or Liens securing Credit Hedging Agreements; (iib) Liens securing Permitted EncumbrancesConstruction Indebtedness; (iiic) Liens existing on Effective Date; provided that any Lien securing Mortgage Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01Mezzanine Indebtedness; (ivd) Liens securing Indebtedness of the type permitted and described in clause (c) or (d) of Section 7.2.2; (e) Liens on cash or Cash Equivalents or deposit accounts holding cash or Cash Equivalents securing Hedging Agreements or letter of credit reimbursement obligations permitted under Section 6.01(a)(v7.2.2(e) or (xxvii); provided that (A) such Liens attach concurrently with securing FF&E purchase money indebtedness or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any capital lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition obligations permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a7.2.2(e); (xf) inchoate Liens granted by a Restricted Subsidiary that for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or to the extent payment is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Partyrequired pursuant to Section 7.1.4; (xig) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary)carriers, in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiarywarehousemen, (B) such Lien does not extend to or cover any other assets or property (other thanmechanics, with respect to such Person, any replacements of such property or assets materialmen and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness landlords and other obligations similar Liens imposed by law incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business, in each case so long as such Liens could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect; (xiiih) Liens arising out of conditional sale, title retention, consignment (other than any Lien imposed by ERISA) incurred or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements made in the ordinary course of business in accordance connection with applicable Requirements workmen’s compensation, unemployment insurance or other forms of Law; governmental insurance or benefits, or to secure performance of tenders, statutory and regulatory obligations, bids, leases and contracts or other similar obligations (xxvother than for borrowed money) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted entered into in the ordinary course of business or to Intermediate Holdings’, the Borrowers’ secure obligations on surety bonds or such Restricted Subsidiary’s client at which such equipment is locatedperformance or return-of-money bonds; (xxvii) security given to a public utility Liens consisting of judgment or judicial attachment liens in circumstances not constituting an Event of Default under Section 8.1.6; (j) easements, rights-of-way, municipal and zoning ordinances or similar restrictions, minor defects or irregularities in title and other similar charges or encumbrances not securing Indebtedness and not interfering in any municipality or governmental authority when required by such utility or authority in connection material respect with the operations ordinary conduct of such Person the business of the Borrower or its Subsidiaries; (k) Leases for space entered into in the ordinary course of businessbusiness affecting any Property (to tenants as tenants only, without purchase rights or options); and (xxvii) (Al) Liens on Equity Interests in joint ventures; arising solely by virtue of any statutory or common law provision relating to banks’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution, provided that any such Lien is in favor of a creditor of such joint venture and such creditor deposit account is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturescash collateral account.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien that secures obligations under any Indebtedness on any property or asset now assets at the time owned or hereafter acquired by it, except:except the following (collectively, “Permitted Liens”): (i1) Liens created securing Indebtedness incurred and obligations permitted under Sections 6.01(1), 6.01(2) or 6.01(3); provided that, in the Loan Documentscase of Indebtedness incurred and obligations permitted under Sections 6.01(2) and 6.01(3), the applicable Liens are subject to the Intercreditor Agreement or other intercreditor agreement(s) substantially consistent with and no less favorable to the Lenders in any material respect than the Intercreditor Agreement as determined in good faith by a Responsible Officer of the Borrower; (ii) Permitted Encumbrances; (iii2) Liens securing Indebtedness existing on Effective Date; provided that any Lien the Closing Date and, to the extent securing such Indebtedness or other obligations exceeding $5.0 million in excess of $5,000,000 individually shall only be permitted if the aggregate, set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) Liens only secure the obligations secured or benefited by that they secure on the Closing Date (and any Permitted Refinancing Indebtedness in respect of such modified, replacement, renewal or extension Lien are obligations permitted by Section 6.01) and do not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than replacements, additions, accessions and improvements thereto; (iv3) Liens securing Indebtedness permitted under incurred in accordance with Section 6.01(a)(v) or (xxvii6.01(5); provided that (A) such Liens attach concurrently only extend to the assets financed with such Indebtedness (and any replacements, additions, accessions and improvements thereto); (4) Liens on accounts receivable and related assets of the type specified in the definition of Qualified Receivables Financing securing Indebtedness incurred in accordance with Section 6.01(18); (5) Liens on assets or Equity Interests of Foreign Subsidiaries securing Indebtedness incurred in accordance with Section 6.01(4), (12), (22) and (28); (6) Liens securing Permitted Refinancing Indebtedness incurred in accordance with Section 6.01(25); provided that the Liens securing such Permitted Refinancing Indebtedness are limited to all or part of the same property that secured (or, under the written arrangements under which the original Lien arose, could secure) the original Lien (plus any replacements, additions, accessions and improvements thereto); (a) Liens on property or Equity Interests of a Person at the time such Person becomes a Restricted Subsidiary if such Liens were not created in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary and (b) Liens on property at the time the Borrower or a Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation with or within 270 days after into the Borrower or any of the Restricted Subsidiaries, if such Liens were not created in connection with, or in contemplation of, such acquisition; (8) Liens on property or assets of any Restricted Subsidiary that is not a Guarantor securing obligations of Restricted Subsidiaries that are not Guarantors; (9) Liens for Taxes, repairassessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (10) Liens disclosed by the title insurance policies delivered on, or prior to or subsequent to the Closing Date and any replacement, construction extension or improvement renewal of any such Liens (so long as applicable) of the property subject to Indebtedness and other obligations secured by such Liensreplacement, (B) extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not at any time encumber cover any property other than the property financed by such Indebtedness, except for accessions that was subject to such property Liens prior to such replacement, extension or renewal; (11) Liens securing judgments that do not constitute an Event of Default under Section 8.01(10) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and in respect of which Holdings, the proceeds Borrower or any affected Restricted Subsidiary has set aside on its books reserves in accordance with GAAP with respect thereto; (12) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the products thereofBorrower or a Restricted Subsidiary has set aside on its books reserves in accordance with GAAP; (a) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other similar laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (b) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Restricted Subsidiary; (14) 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 and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and any lease other obligations of such property a like nature (including accessions theretoletters of credit in lieu of any such bonds or to support the issuance thereof) incurred by the Borrower or any Restricted Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the proceeds ordinary course of business; (15) survey exceptions and products thereof such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way covenants, conditions, restrictions and (C) declarations on or with respect to Capital Lease Obligationsthe use of Real Property, such Liens servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not at interfere in any time extend to material respect with the ordinary conduct of the business of the Borrower or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderRestricted Subsidiary; (v16) leasesany interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Restricted Subsidiary in the ordinary course of business; (17) Liens that are contractual rights of set-off (a) relating to pooled deposit or sweep accounts of the Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary or (b) relating to purchase orders and other agreements entered into with customers of the Borrower or any Restricted Subsidiary in the ordinary course of business; (18) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, licensesrights of set-off or similar rights; (19) leases or subleases, subleases licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vi20) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment; (21) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (22) Liens arising from precautionary Uniform Commercial Code financing statements; (23) Liens on Equity Interests of any joint venture (a) securing obligations of such joint venture or (b) pursuant to the relevant joint venture agreement or arrangement; (24) 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; (vii25) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (A4) of the definition thereof; (26) Liens securing insurance premium financing arrangements; (27) Liens on vehicles or equipment of the Borrower or any of the Restricted Subsidiaries granted in the ordinary course of business; (28) Liens on cash and Cash Equivalents used to defease or to satisfy and discharge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited by this Agreement; (29) Liens: (a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code Code, or any comparable or successor provision, on items in the course of collection and collection; (Bb) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; or (c) in favor of a banking institution or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of setoffset-off) and that which are within the general parameters customary in the banking or finance industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B30) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment, shipment or storage of such inventory or other goods in the ordinary course of businessgoods; (xxiv31) Liens that rank pari passu with the Liens securing the Obligations if the Senior Secured First Lien Net Leverage Ratio as of the date on cash which such Liens are first created is less than or Permitted Investments securing Swap Agreements equal to 4.60 to 1.00; provided (x) that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisions of the Intercreditor Agreement and (y) such Liens shall not secure Indebtedness in the ordinary course form of business term loans; (32) Liens that rank junior to the Liens securing Obligations, if the Total Secured Net Leverage Ratio as of the date on which such Liens are first created is less than or equal to 5.90 to 1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisions of the Intercreditor Agreement; (33) Liens securing additional obligations in an aggregate outstanding principal amount not to exceed the greater of (a) $75.0 million and (b) 2.25% of Consolidated Total Assets as of the date such Liens are first created; (34) Liens securing (a) Specified Hedge Obligations and Cash Management Obligations, which amounts are secured under the Loan Documents, (b) obligations in respect of any Specified Hedge Agreement (as defined in the Second Lien Credit Agreement) and Cash Management Obligations (as defined in the Second Lien Credit Agreement) and (c) obligations in respect of any Secured Hedge Agreement (as defined in the ABL Credit Agreement) and Cash Management Obligations (as defined in the ABL Credit Agreement); provided that, in each case, the applicable Liens are subject to the Intercreditor Agreement or other intercreditor agreement(s) substantially consistent with and no less favorable to the Lenders in any material respect than the Intercreditor Agreement as determined in good faith by a Responsible Officer of the Borrower; (35) Liens securing Indebtedness incurred in accordance with applicable Requirements Section 6.01(13) solely encumbering the assets that are subject of Lawsuch Indebtedness; (xxv36) Liens on equipment in favor of Intermediate Holdings, a trustee in an indenture to the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or extent such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations Liens secure only customary compensation and reimbursement obligations of such Person in the ordinary course of businesstrustee under such indenture; and (xxvii37) assignments to landlords or mortgagees of insurance or condemnation proceeds. For purposes of this Section 6.02, Indebtedness will not be considered incurred under a subsection or clause of Section 6.01 if it is later reclassified as outstanding under another subsection or clause of Section 6.01 (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, callwhich event, and similar rights ofat which time, and restrictions for same will be deemed incurred under the benefit of, a third party with respect subsection or clause to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventureswhich reclassified).

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor None of the Obligors will they permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset of its Properties (now owned or hereafter acquired by itacquired), except: (a) Liens in favor of the Administrative Agent for the benefit of the Lenders securing the payment of any Indebtedness; (i) Liens created under of the Loan Documents; type described in clause (i) or (ii) Permitted Encumbrances; (iii) of the definition of Excepted Liens existing on Effective Date; provided that any Lien securing Indebtedness debt or other obligations equity interests in excess of $5,000,000 individually shall Atlas Pipeline Partners or APL General Partner, but only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) to the extent such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien Liens are inchoate and (ii) proceeds and products thereof, and (B) the obligations secured Excepted Liens on Property of any Obligor other than debt or benefited by such modified, replacement, renewal equity interests in Atlas Pipeline Partners or extension Lien are permitted by Section 6.01APL General Partner; (ivc) Liens securing Indebtedness permitted leases allowed under Section 6.01(a)(v9.08, but only on the Property under lease; (d) Liens on cash or securities (xxviiother than debt or equity interests in Atlas Pipeline Partners or APL General Partner) of an Obligor securing the Debt described in Section 9.01(e); (e) Liens in existence on the date hereof securing Debt of the Borrower disclosed in Schedule 9.01, provided, that no such Liens shall be extended to cover any additional Property after the date hereof and the amount of Debt secured thereby is not increased; provided and (f) purchase money Liens upon or in any Property acquired by the Borrower or any of its Subsidiaries to secure the deferred portion of the purchase price of Property or to secure Debt incurred to finance the acquisition of such Property, provided, that (Ai) no such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject Lien shall be extended to such Liens, (B) such Liens do not at any time encumber any cover property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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)acquired, and (Cii) the Indebtedness Debt thereby secured thereby is permitted under by Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.9.01

Liens. Neither Holdings, any Intermediate Holdings nor any the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings Parent to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan DocumentsDocuments incurred under Section 6.01(a)(i); (ii) Permitted Encumbrances; (iii) Liens existing on the Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A1) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (ia) after-acquired property that is affixed or incorporated into the property covered by such Lien and (iib) proceeds and products thereof, thereof and (B2) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others (whether on an exclusive or non-exclusive basis) that do not (A) interfere in any material respect with materially impair the business of Holdings, the Borrowers Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property than the proceeds or assets products thereof and additions and accessions, proceeds and products thereto, other than after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderproperty, 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 (C) the any Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any the Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate HoldingsParent, the Borrowers Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any the Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any the Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens (A) on the Collateral (A) securing Permitted First Priority Senior Refinancing Debt, (B) on the Collateral securing Permitted Second Priority Junior Refinancing Debt, (C) on the Collateral securing Incremental Equivalent Debt, Debt and (D) on the Collateral securing Indebtedness expressly permitted pursuant to Section 6.01(a)(ii)(C6.01(a)(xxvi) and 6.01(a)(xxviii)in accordance with the terms thereof; provided that (in the case of clauses (Bx) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of if any such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on is secured by the Collateral shall rank junior on pari passu basis (but without regard to the control of remedies) with Liens on the Collateral securing the Secured Obligations, such Indebtedness shall be subject to a First Lien Intercreditor Agreement and (y) if any such Indebtedness is secured by the Collateral on a junior basis with Liens securing the Secured Obligations, such Indebtedness shall be subject to a Second Lien Intercreditor Agreement; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million 10,000,000 and 15.035% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) other Liens secured by the Collateral on receivables and related assets incurred in connection a junior basis with Permitted Receivables FinancingsLiens securing the Secured Obligations, subject to a Second Lien Intercreditor Agreement; provided that after giving effect to such Liens, on a Pro Forma Basis, the Secured Net Leverage Ratio is less than or equal to 6.50 to 1.0; (Axxiii) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of businessthereof; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law;; and (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by leased real property, Liens to which the fee or other superior interest in such real property is subject. For purposes of determining compliance with this Section 6.02, in the event that a Lien meets the criteria of more than one of the categories of Liens described in clauses (i) through (xxv) above, Holdings shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such Lien (or any Restricted Subsidiary portion thereof) and will only be required to include the amount and type of such Lien in joint venturesone or more of the above clauses unless a clause is expressly tied to a specified Section or clause hereunder.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor No Debtor will they permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset of its Properties (now owned or hereafter acquired by itacquired), except: (ia) Liens created under securing the Loan Documentspayment of any Obligations; (b) (i) Excepted Liens on any Property of the Debtors, (ii) Permitted EncumbrancesExcepted Liens on any Property (other than the Parent’s right, title and interest in, and to, any and all Equity Interests issued by any of the direct or indirect Subsidiaries of the Parent) of the Parent and (iii) inchoate Tax Liens on the Parent’s right, title and interest in, and to, any and all Equity Interests issued by any of the direct or indirect Subsidiaries of the Parent; (iiic) Liens existing on Effective Dateany Property of the Debtors securing Debt arising in respect of Capital Leases so long as such Debt is permitted under Section 9.02(e); provided that such Liens attach only to the assets acquired with the proceeds of such Debt and do not cover any Lien securing Indebtedness Hydrocarbon Interests or other obligations Equity Interests in excess Persons owning direct or indirect interests in Hydrocarbon Interests); (d) Liens on any Property of $5,000,000 individually shall only be permitted if the Debtors existing on the Petition Date and set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii9.03(d); provided that (Ai) no such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not Lien shall at any time encumber be extended to cover any property other than additional Property not subject thereto on the property financed Petition Date and (ii) the principal amount of the Debt secured by such IndebtednessLiens shall not be extended, except for accessions to such property and the proceeds and the products thereofrenewed, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to refunded or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderrefinanced; (ve) leases, licenses, subleases or sublicenses granted Liens securing Existing Obligations; provided that such Liens are subject to others that do not (A) interfere in any material respect with the business terms and conditions of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any IndebtednessDIP Order; (vif) Liens in favor of customs securing obligations under the Existing Second Lien Loan and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a other Existing Second Lien Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary)Documents; provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property Liens are subject to a Lien securing Indebtedness the terms and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any conditions of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of businessDIP Order; and (xxviig) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesAdequate Protection Liens.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower willIt will not, nor will they permit any Restricted Subsidiary or Intermediate Holdings Guarantor to, create, incur, assume or permit to exist any Lien on any property or asset Property now owned or hereafter acquired by it, except Liens under the Guarantee and Security Agreement and other Liens in favor of the Administrative Agent as contemplated hereby and except: (i) Liens created under the Loan DocumentsPermitted Encumbrances; (ii) Permitted EncumbrancesLiens (other than on the Collateral) securing Third-Party Hedge Obligations; (iii) Liens (A) on Excluded Investments, (B) on Margin Stock (not constituting part of the Collateral) and (C) (other than on the Collateral) securing Excluded Investment Financings; or (iv) any Lien on any Property of the Borrower or any of Guarantor existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if the date hereof and set forth in Schedule II, provided, that (x) such Lien shall not apply to any other Property of the Borrower or such Guarantor (or existing on Schedule 6.02, Property of a Person that becomes a Guarantor after the date hereof and any modifications, replacementsnot created in contemplation thereof) and (y) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals or extensions and replacements thereof that do not increase the outstanding principal amount thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and notwithstanding anything in clauses (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; through (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) above no Obligor shall create, incur, assume or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject suffer to such Liens, (B) such Liens do not at exist any time encumber Lien on any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items Portfolio Investment included in the course Borrowing Base solely by reason of collection and clause (Biii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted InvestmentsEligible Portfolio Investment”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.

Liens. Neither HoldingsSuch Obligor will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings 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 created under securing the Loan DocumentsObligations; (ii) Permitted EncumbrancesLiens, on property of the Obligors, securing Indebtedness permitted in reliance on Section 9(a)(ii); (iii) Liens Liens, on property of the Obligors, securing Indebtedness permitted in reliance on Section 9(a)(iii); (iv) any Lien on any property or asset of any Obligor or any of its Subsidiaries existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if August 28, 2015 and set forth on in Schedule 6.02, and any modifications, replacements, renewals or extensions thereof9.02 of the Non-Convertible Credit Facility Agreement; provided that (Ai) no such modified, replacement, renewal or extension Lien does not shall extend to any additional other property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien asset of any Obligor or any of its Subsidiaries and (ii) proceeds any such Lien shall secure only those obligations which it secured on August 28, 2015 and products extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (ivv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii9(a)(ix); provided that (A) such Liens attach concurrently are restricted solely to the collateral described in Section 9(a)(ix); (vi) Liens imposed by law which were incurred in the ordinary course of business, including (but not limited to) carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business and which (x) do not in the aggregate materially detract from the value of the Property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the Property subject to such liens and for which adequate reserves have been made if required in accordance with GAAP; (vii) pledges or within 270 days after deposits made in the acquisitionordinary course of business in connection with workers’ compensation, repairunemployment insurance or other similar social security legislation; (viii) pledges or deposits to secure the performance of tenders, replacementstatutory obligations, construction surety and appeal bonds (other than bonds related to judgments or improvement litigation), bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as applicableno foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (ix) Liens securing taxes, assessments and other governmental charges, the payment of which is not yet due and payable or is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made; (x) servitudes, easements, rights of way, restrictions and other similar encumbrances on real Property imposed by applicable Laws and encumbrances consisting of zoning or building restrictions, easements, licenses, restrictions on the use of property or minor imperfections in title thereto which do not, in any case, materially detract from the value of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to thereto or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the ordinary conduct of the business of Holdingsany of the Obligors or any of their Subsidiaries; (xi) with respect to any real Property, the Borrowers and the Restricted Subsidiaries(A) such defects or encroachments as might be revealed by an up-to-date survey of such real Property, taken as a whole or (B) secure the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real Property pursuant to applicable Laws, and (C) rights of expropriation, access or user or any Indebtednesssimilar right conferred or reserved by or in applicable Laws which do not in any case materially detract from the value of the property subject thereto or interfere in any material respect with the ordinary conduct of the business of any of the Obligors of their Subsidiaries; (vixii) bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (xiii) any interest or title of a lessor or sublessor under any operating lease; (xiv) Liens solely on any xxxx xxxxxxx money deposits made by any Obligor in connection with any letter of intent or purchase agreement in connection with transactions permitted under Section 9(c)(v); (xv) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (xvi) 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; (viixvii) Liens (A) of a collection bank arising under Section 4-210 of any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller use of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are locatedproperty; (xviii) Liens on insurance policies consisting of licenses expressly permitted under Section 9(i)(vii) and the proceeds thereof securing the financing of the premiums with respect thereto;(viii); and (xix) Liens on the Collateral (A) judgment and attachment liens not giving rise to an Event of Default or securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant an appeal or other surety bond related to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii)any such judgment; provided that no Lien otherwise permitted under any of the foregoing (other than in the case of clauses Sections 9(b)(i) through (Biii) and (D9(b)(xviii), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect apply to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesMaterial Intellectual Property.

Liens. Neither Holdings(a) The Issuer shall not, any Intermediate Holdings nor any Borrower will, nor will they and shall not permit any Guarantor that is a Restricted Subsidiary to, directly or Intermediate Holdings toindirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Issuer or any Guarantor that is a Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: (1) in the case of Liens securing Subordinated Indebtedness, the Notes and any related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or (2) in all other cases, the Notes or any Guarantees are equally and ratably secured or are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; except that the foregoing shall not apply to (a) Liens securing Indebtedness permitted to be incurred pursuant to clause (2) of Section 4.09(b) hereof; provided that the Notes or any related Guarantee are secured on at least an equal and ratable basis as such Indebtedness, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (c) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this clause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur would be no greater than 5.0 to 1.0. Any Lien which is granted to secure the Notes under this Section 4.12 shall be discharged at the same time as the discharge of the Lien (other than through the exercise of remedies with respect thereto) that gave rise to the obligation to so secure the Notes. (b) Notwithstanding Section 4.12(a) hereof, the Issuer shall not, and shall not permit EFIH to, directly or indirectly, create, incur, assume or suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof Collateral (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Permitted Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted described under clause (e3) of the definition of the term “Permitted InvestmentsLiens”;), or any income or profits therefrom, or assign or convey any right to receive income therefrom except: (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix1) Liens on the Collateral securing up to $4.0 billion in aggregate principal amount of Parity Lien Debt (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing including the Notes and any EFIH Notes and any guarantees of any of the foregoing and/or other Indebtedness permitted incurred pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii4.09 hereof); provided that (in such amount shall be reduced by an amount equal to the case amount of clauses (B) and (D), such Liens do not secure Consolidated First Parity Lien Debt and repaid using the applicable holders Net Proceeds from Asset Sales of such Indebtedness Collateral or other Oncor-related Assets in accordance with Section 4.10 hereof; and (or a representative thereof on behalf of such holders2) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Junior Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect Junior Lien Debt permitted to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used be incurred pursuant to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesSection 4.09 hereof.

Liens. Neither Holdings, any Intermediate Holdings nor any The Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Holdings 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: (ia) Liens created under any Lien on any property or asset of the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens Borrower existing on the Restatement Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if Date and set forth on in Schedule 6.023.11(b), and any modifications, replacements, renewals or extensions thereof; provided that (Ai) no such modified, replacement, renewal or extension Lien does not shall extend to any additional other property other than (i) after-acquired property that is affixed or incorporated into asset of the property covered by such Lien Borrower or any of its Subsidiaries, and (ii) proceeds any such Lien shall secure only those obligations which it secures on the Restatement Effective Date and products extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (ivb) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after created pursuant to the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property Security Documents (including accessions theretoLiens securing Hedging Agreement Obligations and Liens securing Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) including 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted “Designated Indebtedness Holders” pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(aGuarantee and Security Agreement)); (xc) Liens granted on assets owned by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan PartyFinancing Subsidiaries; (xid) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii)Permitted Liens; (xiie) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries additional Liens securing Indebtedness not to exceed $3,000,000 in the ordinary course aggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(e) of businessthis Agreement; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (Af) Liens on Equity Interests in joint ventures; provided that any such Lien is SBIC Subsidiary created in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and the SBA; and (Bg) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Liens on Special Equity Interests held by Holdings or any Restricted Subsidiary included in joint venturesthe Portfolio Investments but only to the extent securing obligations in the manner provided in the definition of “Special Equity Interests” in Section 1.01.

Liens. Neither Holdings, any Intermediate Holdings nor any either Borrower will, nor will they any of them permit any Restricted Subsidiary or Intermediate Holdings of their respective Subsidiaries to, create, incur, assume or permit to exist any Lien on upon any of its property (including Capital Stock of any Person), revenues or asset assets, whether now owned or hereafter acquired by itacquired, except: (ia) Liens created under securing payment of the Loan DocumentsObligations; (iib) Permitted Encumbrancesuntil the Amendment Effective Date, Liens securing payment of Indebtedness of the type described in clause (b) of Section 7.2.2; (iiic) Liens existing on as of the Amendment Effective DateDate and disclosed and described in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness described in clause (c) of Section 7.2.2, and refinancings of such Indebtedness; provided that no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased (except to the extent attributable to accrued and unpaid interest or premium or other expenses and costs incurred in connection with such refinancing) from that existing on the Amendment Effective Date (as such Indebtedness may have been permanently reduced subsequent to the Amendment Effective Date); (d) Liens securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be the type permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereofunder clause (e) of Section 7.2.2; provided that (Ai) such modified, replacement, renewal Lien is granted within 90 days after such Indebtedness is incurred or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by refinancing thereof permitted under such Lien clause and (ii) such Lien secures only the assets that are the subject of the Indebtedness referred to in such clause and proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01therefrom; (ive) Liens securing Indebtedness permitted under by clause (l) of Section 6.01(a)(v) or (xxvii)7.2.2; provided that (A) such Liens existed prior to such Person becoming a Subsidiary or such Permitted Acquisition occurring, were not created in anticipation thereof and do not attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) to any other asset of the property subject to such Liens, (B) such Liens do not at U.S. Borrower or any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to its Subsidiaries theretofore or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lenderthereafter existing; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vif) Liens in favor of customs architects, engineers, workmen, contractors and revenue authorities arising as a matter sub-contractors, carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of law to secure payment business for amounts which are not overdue or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (g) Liens incurred or deposits made in the ordinary course of customs duties business in connection with the importation worker's compensation, unemployment insurance or other forms of goods; governmental insurance or benefits (vii) other than Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted SubsidiaryPBGC), in each case after the date hereof or to secure performance of tenders, statutory obligations, bids, leases or other similar obligations (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligationsborrowed money) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiiih) Liens arising out from judgments, decrees or attachments under circumstances which do not otherwise result in an Event of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of businessDefault under Section 8.1.6; (xivi) Liens deemed to exist encroachments, discrepancies, easements, servitudes, restrictive covenants, land use covenants, rights-of-way, zoning restrictions, minor defects or irregularities in connection title and other similar encumbrances not interfering in any material respect with Investments in repurchase agreements permitted under clause (e) the marketability or use of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching property to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.attached;

Liens. Neither HoldingsThe Loan Parties will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings of their Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on any of its assets or property or asset now owned or hereafter acquired by itacquired, except: (ia) Liens created under the Loan Documents[Reserved]; (iib) Permitted Encumbrances; (iiic) Liens existing on Effective Date; provided that any Lien securing Indebtedness customary rights of set-off, revocation, refund or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals chargeback under deposit agreements or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in or common law of banks or other financial institutions where the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted its Subsidiaries maintains deposits (other than deposits intended as cash collateral) in the ordinary course of business; (xiiid) judgment and attachment liens (and surety bonds related thereto) not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings with respect to which adequate reserves are being maintained in accordance with GAAP; (e) Liens on any property or asset of the Loans Parties or any of their Subsidiaries existing on the date hereof and set forth on Schedule 7.2; (f) purchase 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, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) any such Lien secures Indebtedness permitted by Section 7.1(c), (ii) any such Lien attaches to such asset concurrently or within ninety (90) days after the acquisition or the completion of the construction or improvements thereof (or, in the case of an extension, refinancing, replacement or renewal, at the time of such extension, refinancing, replacement or renewal), (iii) any such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset, including cash revenues generated by, or derived from, such asset and other than proceeds of such Indebtedness pending disbursement, and (iv) the Indebtedness secured thereby does not exceed the cost (including interest costs) of acquiring, constructing or improving such fixed or capital assets; (g) Liens on any property or asset of the Loans Parties or any of their Subsidiaries (other than Unencumbered Properties, the equity interests held directly or indirectly by the REIT Guarantor in any Property Party or the equity interests held directly or indirectly by the Borrower in any Property Party) securing Indebtedness permitted pursuant to Section 7.1(c), Section 7.1(d) or Section 7.1(h) and, with respect to any such Indebtedness, Hedging Obligations entered into in connection with such Indebtedness and secured by the same collateral as such Indebtedness; (h) Liens arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; and (i) deposits to secure the performance of bids, trade contracts, leases and licenses, statutory obligations, surety bonds (other than bonds related to judgments or litigations), performance bonds and other obligations of a like nature incurred in the ordinary course of business; (j) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods not prohibited by any of Intermediate Holdings, any Borrower this Agreement and entered into by the REIT Guarantor or any of the Restricted its Subsidiaries in the ordinary course of business; (xivk) Liens deemed on cash and Permitted Investments deposited to exist discharge, redeem or defease Indebtedness that was permitted to so be repaid; (l) (i) Liens solely on any xxxx xxxxxxx money deposits made by the REIT Guarantor or any of its Subsidiaries and (ii) restrictions on transfers of assets that are subject to sale or transfer pursuant to purchase and sale arrangements, in each case under this clause (l) in connection with Investments any letter of intent or purchase agreement in repurchase agreements respect of an Acquisition, Investment or Disposition permitted under clause (e) of the definition of the term “Permitted Investments”by this Agreement; (xvm) Liens encumbering reasonable customary initial deposits licenses and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course sub-licenses of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary intellectual property in the ordinary course of business; (xviin) ground leases Liens on or in respect any fixed or capital assets to secure the purchase price or the cost of real property on which facilities owned construction or leased improvement of such fixed or capital assets or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any Capital Lease Obligations); provided that (i) any such Lien secures Indebtedness permitted by HoldingsSection 7.1(c), (ii) any Borrower such Lien attaches to such asset concurrently or any within ninety (90) days after the acquisition or the completion of the Restricted Subsidiaries are locatedconstruction or improvements thereof (or, in the case of an extension, refinancing, replacement or renewal, at the time of such extension, refinancing, replacement or renewal), (iii) any such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset, including cash reserves generated by, or derived from, such asset and other than cash used to fund such Indebtedness pending disbursement, and (iv) the Indebtedness secured thereby does not exceed the cost (including interest costs) of acquiring, constructing or improving such fixed or capital assets; (xviiio) in the case of any non-Wholly Owned Subsidiary, any put and call arrangements or restrictions on Disposition related to its Capital Stock set forth in its organizational documents or any related joint venture or similar agreement. (p) Liens on insurance policies and the proceeds and premiums thereof or related thereto, securing the financing of the premiums with respect theretoIndebtedness permitted under Section 7.1(m); (xixq) Liens on the Collateral extensions, renewals, or replacements of any Lien referred to in subsections (A) securing Permitted First Priority Refinancing Debte), (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(Cf) and 6.01(a)(xxviii)(g) of this Section; provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence principal amount of the obligations Indebtedness secured thereby is not increased (after giving Pro Forma Effect other than in an amount not to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million unpaid interest, fees and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash premiums, and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets expenses incurred in connection with Permitted Receivables Financings; (Atherewith) receipt of progress payments and advances from customers in the ordinary course of business that any such extension, renewal or replacement is limited to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of businessassets originally encumbered thereby; and (xxviir) (A) other Liens on Equity Interests securing obligations not to exceed $5,000,000 in joint ventures; provided that the aggregate at any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturestime outstanding.

Liens. Neither Holdings, any Intermediate Holdings nor any The Borrower willshall not, nor will they shall the Borrower permit any Restricted Subsidiary to, directly or Intermediate Holdings toindirectly, create, incur, incur or assume or permit to exist any Lien (except any Permitted Lien(s)) that secures obligations under any Indebtedness or any related guarantee of Indebtedness on any asset or property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment Borrower or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets income or property (other thanprofits therefrom. The expansion of Liens by virtue of accretion or amortization of original issue discount, with respect to such Person, any replacements the payment of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge dividends in the form of after-acquired property of such PersonIndebtedness, and the proceeds and the products thereof and customary security deposits in respect thereof and increases in the case amount of multiple financings Indebtedness outstanding solely as a result of equipment provided by any lenderfluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01. Notwithstanding the foregoing, other equipment financed by such lenderduring the Covenant Modification Period, it being understood that such requirement the Borrower shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and incur (Cx) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e39) of the definition of Permitted Liens or Incremental Facilities secured on a pari passu basis with the term “Permitted Investments”; Liens that secure the Closing Date Loans and the 2021-2 Initial Revolving Facility, (xvy) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued Indebtedness, Disqualified Stock or created for the account Preferred Stock permitted to be incurred pursuant to clause (12)(a) of such Person to facilitate the purchase, shipment, Section 7.02(b) or storage of such inventory or other goods in the ordinary course of business; (xxivz) Liens on cash or permitted by clause (21) of the definition of “Permitted Investments Liens” securing Swap Agreements Indebtedness, in each case other than the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, 2021-2 Initial Revolving Commitments and the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures2021-2 Initial Revolving Loans.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien (other than a Permitted Lien (as defined below)) on any property or asset now assets (including stock or other securities of any Person, including the Borrowers and any Subsidiary) at the time owned by it or hereafter acquired by iton any income or revenues or rights in respect of any thereof; provided, except:however, that the provisions of this Section 6.02 shall not apply to the following (collectively, “Permitted Liens”): (a) Liens on property or assets of the Lead Borrower and the Subsidiaries existing on the Closing Date securing Indebtedness of the Lead Borrower and the Subsidiaries (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, 6.02(a) and any modifications, replacements, renewals or extensions thereofof such Indebtedness or (ii) permitted under Section 6.01(b) and Liens securing Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness as permitted by Section 6.01; provided provided, that (i) Liens securing Indebtedness set forth on Schedule 6.02(a) shall not subsequently apply to any other property or assets of the Lead Borrower or any Subsidiary other than (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-after- acquired property that is affixed or incorporated into the property covered by such Lien and (iiB) proceeds and products thereof, thereof and (Bii) Indebtedness permitted under Section 6.01(b) secured by Liens as of the obligations Closing Date (and Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness) may be secured by Liens on after-acquired property or benefited assets to the extent otherwise permitted under this Section 6.02; (b) (i) any Lien created under the Loan Documents, permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage and/or otherwise securing any Obligation and (ii) any Lien securing “Obligations” (as defined in the Term Loan Credit Agreement) under the Term Loan Credit Agreement and the Term Loan Documents (so long as, in the case of any Liens on the U.S. Collateral, such modified, replacement, renewal Liens are subject to the Intercreditor Agreement); (c) any Lien on any property or extension Lien are asset of the Borrowers or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.016.01(h); provided, that such Lien (i) does not apply to any other property or assets of the Borrowers or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (ii) such Lien is not created in contemplation of or in connection with such acquisition and (iii) in the case of a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (d) of the definition of the term “Permitted Refinancing Indebtedness”; (ivd) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 5.03; (e) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business, securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrowers or any Subsidiary shall have set aside on its books reserves in accordance with GAAP (or with respect to Foreign Subsidiaries in accordance with generally accepted accounting principles that are applicable in their respective jurisdiction of organization); (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any Subsidiary; (g) deposits and other Liens 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 and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred by the Borrowers or any Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) restrictions, survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrowers or any Subsidiary; (i) Liens securing Indebtedness permitted under by Section 6.01(a)(v) or (xxvii6.01(i); provided that (Ai) such Liens attach concurrently with or are incurred within 270 days after the acquisition, repair, replacement, construction lease or improvement (as applicable) of the respective property subject to such Liens, (Bii) such Liens do not at any time encumber any property (except for replacements, additions, accessions and proceeds to such property) other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) Indebtedness and the proceeds and products thereof and customary security deposits and (Ciii) with respect to Capital Lease ObligationsCapitalized Leases, such Liens do not at any time extend to or cover any assets (except for replacements, additions and accessions to or proceeds of such assets) other than the assets subject to such Capital Lease ObligationsCapitalized Leases and the proceeds and products thereof and customary security deposits; provided, further, it being understood and agreed for purposes of this clause (i) that individual financings of equipment provided by one lender (or its affiliates) may be cross collateralized to other financings of equipment provided the same type provide by such lenderlender or its affiliates; (vj) leasesLiens securing Indebtedness permitted under Section 6.01(s) so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property; (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) Liens disclosed by the title insurance policies delivered pursuant to Section 5.10 and any replacement, licensesextension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement; (m) any interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrowers or any Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Borrowers or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrowers or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Borrowers or any Subsidiary in the ordinary course of business; (o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set off or similar rights; (p) Liens securing obligations in respect of trade related letters of credit, bank guarantees or similar obligations permitted under Section 6.01(f), (j) or (n) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products thereof; (q) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others that do in the ordinary course of business not (A) interfere interfering in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vir) 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; (viis) Liens (A) of a collection bank arising under Section 4-210 solely on any xxxx xxxxxxx money deposits made by the Lead Borrower or any of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise Subsidiaries in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens with respect to such Investment property or Disposition) assets, or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien Foreign Subsidiary securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, of a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is Foreign Subsidiary permitted under Section 6.01(a)(v) or (vii)6.01; (xiiu) Liens securing any interest or title Permitted Tax Receivable Financing; (v) the prior rights of a lessor consignees and their lenders under leases (other than leases constituting Capital Lease Obligations) consignment arrangements entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiiiw) Liens arising out of conditional sale, title retention, consignment from precautionary Uniform Commercial Code financing statements or similar arrangements for sale or purchase of goods by consignments entered into in connection with any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of businesstransaction otherwise permitted under this Agreement; (xivx) Liens deemed to exist on Equity Interests in connection with Investments in joint ventures securing obligations of such joint ventures; (y) Liens on securities that are the subject of repurchase agreements permitted constituting Permitted Investments under clause (ec) of the definition of the term “Permitted Investments”thereof; (xvz) Liens encumbering reasonable customary initial consisting of deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposessecuring Indebtedness permitted by Sections 6.01(n) and/or 6.01(q); (xviaa) Liens that are contractual rights on goods or inventory the purchase, shipment or storage price of setoff (A) relating to which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the establishment account of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrowers or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (xviibb) ground leases in respect of real property on which facilities owned or leased by HoldingsLiens securing insurance premiums financing arrangements, any Borrower or any of provided, that such Liens are limited to the Restricted Subsidiaries are locatedapplicable unearned insurance premiums; (xviiicc) Liens in favor of the Borrowers; provided that if any such Lien shall cover any Collateral, the holder of such Lien shall execute and deliver to the Collateral Agent a subordination agreement in form and substance reasonably satisfactory to the Collateral Agent (acting at the written direction of Required Lenders); (dd) Liens on insurance policies and the proceeds thereof deposits securing the financing of the premiums with respect thereto; (xixSwap Agreements permitted under Section 6.01(c) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant in an aggregate amount not to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 22.5 million and 15.011% of Consolidated EBITDA for the most recently ended Test Period then last endedat any time outstanding; (xxiee) Liens on cash and securing Permitted Investments used Term Priority Indebtedness so long as such Liens are subject to satisfy or discharge Indebtednessa Permitted Term Priority Acceptable Intercreditor Agreement; provided such satisfaction or discharge is permitted hereunder;and (xxiiff) other Liens on receivables and related property or assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted securing obligations in the ordinary course of business an aggregate amount not to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client exceed $15 million at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturestime outstanding.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit suffer to exist any Lien on of any property nature upon or asset with respect to any of their respective Properties, whether now owned or hereafter acquired by itacquired, except: (ia) Liens created under existing on the Loan Execution Date and disclosed in Schedule 1 hereto and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are not increased (except as expressly contemplated by the contracts or other instruments governing such Liens, as in effect on the Execution Date); (b) Liens in favor of the Security Trustee pursuant to the Security Documents; (iic) Permitted EncumbrancesGuarantor Encumbrances or Permitted Liens; (iiid) Liens existing on Effective Datepersonal property acquired by the Guarantor or any of its Restricted Subsidiaries that were in existence at the time of the acquisition of such Property and were not created in contemplation of such acquisition; (e) Liens on real property acquired by the Guarantor or any of its Restricted Subsidiaries for use in the business of the Guarantor or such Restricted Subsidiary; (f) Liens on Property or Equity Interests of a Person at the time such Person, as permitted by this Annex F, becomes a Restricted Subsidiary or is merged or consolidated with or into the Guarantor or any of its Restricted Subsidiaries; provided, however, that such Liens were in existence at the time such Person became a Restricted Subsidiary or merged or consolidated with or into the Guarantor or any of its Restricted Subsidiaries and were not created in contemplation of such event; provided further, however, that any such Lien may not extend to any other property owned by the Guarantor or any other Restricted Subsidiary thereof; (g) Liens securing Indebtedness permitted by Clause C.10(d) hereof; provided, that (i) any such Lien shall attach only to the Property, insurance or services purchased or otherwise leased, constructed, installed, improved, designed, repaired or maintained, and any insurance, licenses, permits, authorizations and construction or launch contracts relating thereto, and (ii) any such Lien shall be created concurrently with or within twelve (12) months following the acquisition of such Property, insurance or services; (h) Liens securing obligations of the Guarantor or any of its Restricted Subsidiaries under any Secured Hedging Agreement; (i) Liens securing Permitted Additional Indebtedness (and any related banking services or cash management obligations); provided that any Lien the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (assuming the borrowing of the maximum credit thereunder) and the application of the proceeds therefrom) shall be no greater than 3.25 to 1.00; (j) Liens securing Indebtedness permitted under Clause C.10(k); (k) Liens encumbering (i) ECA Assets securing Permitted ECA Financings and (ii) assets of Foreign Restricted Subsidiaries securing Indebtedness permitted under Clause C.10(m)(ii); and (l) Liens securing Indebtedness or other obligations in excess an aggregate principal amount at any time outstanding not to exceed the greater of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien $50,000,000 and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) an amount equal to 2.5% of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken Consolidated Total Assets as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business consolidated basis in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesGAAP are available.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit or suffer to exist any Lien on any property or asset now assets (including stock or other securities of any Person, including any Subsidiary) at the time owned or hereafter acquired by it, except:except the following (collectively, “Permitted Liens”): (ia) Liens created under on property or assets of the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens Borrower and the Subsidiaries existing on Effective Date; provided that any Lien the Closing Date (or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens) and, to the extent securing Indebtedness or other obligations in an aggregate principal amount in excess of $5,000,000 individually or $25,000,000 in the aggregate shall only be permitted if under this paragraph (a) to the extent such Lien is set forth on Schedule 6.026.02(a)), and any modifications, replacements, renewals or extensions thereof; provided provided, that such Liens shall secure only those obligations that they secure on the Closing Date (Aand any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01(a)) such modified, replacement, renewal or extension Lien does and shall not extend subsequently apply to any additional other property or assets of the Borrower or any Subsidiary other than (iA) after-acquired property that is affixed or incorporated into the property covered by such Lien and Lien, (iiB) proceeds and products thereof, and (C) property or equipment being financed or refinanced under Section 6.01(i), and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender; (b) any Lien created under the Loan Documents (including, without limitation, Liens created under the Security Documents securing obligations in respect of Secured Swap Agreements, Secured Cash Management Agreements, any First Lien Notes (which are intended to be secured by Liens on the Collateral that are pari passu with Liens on the Collateral securing the Obligations) and the Overdraft Line secured pursuant to the Security Documents) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; provided that in the case of any First Lien Notes, (A) the holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have delivered to the Collateral Agent an Other First Lien Secured Party Consent (as defined in the Collateral Agreement) and (B) the obligations secured Borrower shall have complied with the other requirements of Section 7.23 of the Collateral Agreement with respect to such First Lien Notes; (c) any Lien on any property or benefited by such modified, replacement, renewal asset of the Borrower or extension Lien are any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.016.01(h); provided further, that such Lien (i) does not apply to any other property or assets of the Borrower or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than after acquired property required to be subjected to a Lien pursuant to the terms of such Indebtedness (and refinancings thereof) and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder and require a pledge of after acquired property and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, it being understood that such requirement to pledge shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (ii) such Lien must rank junior in right of security to the Liens securing the Obligations or otherwise be secured by Liens on Excluded Collateral; (ivd) Liens for Taxes, assessments or other governmental charges or levies not required to be paid pursuant to Section 5.03; (e) Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 45 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP, or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review; (f) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary; (g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) zoning restrictions, survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (i) Liens securing Indebtedness and Permitted Refinancing Indebtedness permitted under Section 6.01(a)(vby Sections 6.01(i) and 6.01(v) (in each case limited to the assets financed with such Indebtedness (or (xxvii); provided that (Athe Indebtedness Refinanced thereby) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and additions thereto and the proceeds and products thereof and customary security deposits and related property; provided that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender and incurred under Sections 6.01(i) or (Cv)); (j) with respect to Capital Lease ObligationsLiens arising out of capitalized lease transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender; (k) Liens securing judgments that do not at constitute an Event of Default under Section 7.01(j) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to Section 5.10 and any time extend to replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any assets (except for accessions to or proceeds of such assets) property other than the assets property that was subject to such Capital Lease ObligationsLien prior to such replacement, extension or renewal; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to the Indebtedness and other financings of equipment provided obligations secured by such lenderreplacement, extension or renewal Lien are permitted by this Agreement; (vm) leasesany interest or title of a lessor or sublessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions incurred in the ordinary course of business and not given in connection with the issuance of Indebtedness, licenses(ii) relating to pooled deposits, subleases sweep accounts, reserve accounts or similar accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower or any Subsidiary, including with respect to credit card chargebacks and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of the Borrower or any Subsidiary in the ordinary course of business; (o) Liens (i) arising by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, or (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (p) Liens securing obligations in respect of trade-related letters of credit, bank guarantees or similar obligations permitted under Sections 6.01(f) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products thereof; (q) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others that do in the ordinary course of business not (A) interfere interfering in any material respect with the business of Holdings, the Borrowers Borrower and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (vir) 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; (viis) Liens (A) of a collection bank arising under Section 4-210 solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise Subsidiaries in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens with respect to such Investment property or Disposition) or (B) consisting of an agreement to dispose assets of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor securing Indebtedness and obligations of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Partypermitted under Section 6.01; (xiu) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted SubsidiaryCollateral securing Indebtedness permitted to be incurred under Sections 6.01(r)(i)(x) and 6.01(r)(i)(y); provided that (Ax) any such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (BLiens securing Indebtedness incurred under Section 6.01(r)(i)(x) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property shall be subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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)Permitted Pari Passu Intercreditor Agreement, and (Cy) the any such Liens securing Indebtedness secured thereby is permitted incurred under Section 6.01(a)(v6.01(r)(i)(y) or (vii)shall be subject to a Permitted Junior Intercreditor Agreement; (xiiv) Liens on any interest amounts held by a trustee under any indenture or title other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (w) the prior rights of a lessor consignees and their lenders under leases (other than leases constituting Capital Lease Obligations) consignment arrangements entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiiix) Liens on the Equity Interests of Unrestricted Subsidiaries; (y) Liens arising out of conditional sale, title retention, consignment from precautionary Uniform Commercial Code financing statements or similar arrangements for sale or purchase of goods by consignments entered into in connection with any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of businesstransaction otherwise permitted under this Agreement; (xivz) Liens deemed on Equity Interests in joint ventures (i) securing obligations of such joint ventures or (ii) pursuant to exist in connection with Investments in the relevant joint venture agreement or arrangement or similar agreement; (aa) Liens on securities that are the subject of repurchase agreements permitted constituting Permitted Investments under clause (ec) of the definition of the term “Permitted Investments”thereof; (xvbb) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts on the Equity Interests issued by any such joint venture or its assets, in each case, securing Indebtedness or other brokerage accounts incurred in the ordinary course of business and not for speculative purposesobligations permitted under Section 6.01(x); (xvicc) Liens that are contractual rights on goods or inventory the purchase, shipment or storage price of setoff (A) relating to which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the establishment account of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (xviidd) ground leases in respect the case of real property on which facilities owned or leased by HoldingsReal Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; (ee) Liens securing Indebtedness or other obligations (i) of the Borrower or a Subsidiary in favor of the Borrower or any Loan Party and (ii) of the Restricted Subsidiaries are locatedany Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; (xviiiff) Liens on securing insurance policies premiums financing arrangements, provided, that such Liens are limited to the applicable unearned insurance premiums and the proceeds thereof securing the financing of the premiums with respect theretothereof; (xixgg) Liens securing Swap Agreements that were not entered into for speculative purposes; (hh) other Liens with respect to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate principal amount outstanding at any time not to exceed the greater of $35,000,000 and 0.75% of Adjusted Total Assets; provided that, to the extent that such Liens secure debt for borrowed money, such Liens on the Collateral must rank junior in right of security to the Liens on such Collateral securing the Obligations and be subject to the Permitted Junior Intercreditor Agreement or other intercreditor agreement reasonably acceptable to the Administrative Agent; (Aii) any amounts held by a trustee in the funds and accounts under an indenture securing Permitted any revenue bonds issued for the benefit of the Borrower or any Subsidiary; (jj) Liens securing (x) First Priority Refinancing DebtLien Notes, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that if the Liens on the Collateral shall rank securing such First Lien Notes are (or are intended to be) junior in priority to the Liens on the Collateral securing the Secured Obligations, such Liens shall be subject to a Permitted Junior Intercreditor Agreement and (y) Indebtedness permitted by Sections 6.01(dd) and (ee); provided that, (i) if such Liens are (or are intended to be) secured by Liens on the Collateral that are pari passu with the Liens securing the Loan Obligations, such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement and (ii) if such Liens are (or are intended to be) secured by Liens on the Collateral that are junior in priority to the Liens securing the Loan Obligations, such Liens shall be subject to a Permitted Junior Intercreditor Agreement; (xxkk) Liens securing obligations owing to such Persons under any treasury, depository, overdraft or other Liens; provided that at cash management services agreements or arrangements with the time Borrower or any of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last endedits Subsidiaries; (xxill) Liens on cash securing (i) Indebtedness permitted by Section 6.01(l)(i)(y) and (ii) Permitted Investments used Refinancing Indebtedness in respect thereof; provided, in each case of clauses (i) and (ii), such Liens shall be subject to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereundera Permitted Junior Intercreditor Agreement; (xxiimm) Liens on receivables the Venue Easements and related assets incurred any other easements, covenants, rights of way or similar instruments which do not materially impact a project in an adverse manner granted in connection with Permitted Receivables Financings; arrangements contemplated under Section 6.05(p); (Ann) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.Vessel, Permitted Vessel Liens;

Liens. Neither HoldingsHoldings will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings of its Subsidiaries to, create, incur, assume or permit to exist any Lien on upon any of its property (including Capital Securities of any Person), revenues or asset assets, whether now owned or hereafter acquired by itacquired, except: (ia) Liens created under securing payment of the Loan DocumentsObligations; (iib) Permitted Encumbrancesuntil the Closing Date, Liens securing payment of Indebtedness of the type described in clause (b) of Section 7.2.2; (iiic) Liens existing on Effective Dateas of the Closing Date and disclosed in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness described in clause (c) of Section 7.2.2, and, to the extent set forth in such clause (c), any extensions, amendments, renewals, restatements, replacements or refinancings of such Indebtedness; provided that, in the event of any such extension, amendment, renewal, restatement, replacement or refinancing, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date, less the amount of any Lien payments, prepayments or other amortization of such Indebtedness after the Closing Date; (d) Liens securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be the type permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereofunder clause (e) of Section 7.2.2; provided that (Ai) such modifiedLien is granted within 90 days after such Indebtedness is incurred (except in the case of any extension, replacementrenewal, renewal amendment, restatement, replacement or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and refinancing), (ii) proceeds and products thereofthe Indebtedness secured thereby (if it is of the type described in subclause (e)(i)(B) of such Section 7.2.2) does not exceed 90% of the lesser of the cost or the fair market value of the applicable property, improvements or equipment at the time of such acquisition (or construction) and (Biii) such Lien secures only the obligations secured or benefited by assets that are the subject of the Indebtedness referred to in such modified, replacement, renewal or extension Lien are permitted by Section 6.01clause (e); (ive) Liens securing Indebtedness permitted under by clause (i) of Section 6.01(a)(v) or (xxvii)7.2.2; provided that (A) such Liens existed prior to such Person becoming a Subsidiary, were not created in anticipation thereof and attach concurrently only to assets of such Person; (f) statutory or common law Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of business for amounts not overdue for a period of more than thirty (30) days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (g) Liens incurred or within 270 deposits made in the ordinary course of business in connection with worker's compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases, trade contracts, governmental contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds; (h) judgment Liens in existence for less than 45 days after the acquisitionentry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 8.1.6; (i) easements, repairrights-of-way, replacementzoning restrictions, construction minor defects or improvement (as applicable) irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (j) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (k) second priority Liens securing Indebtedness permitted by clause (h) of Section 7.2.2 and subject to the Intercreditor Agreement; provided that no such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time Lien shall extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized the Liens granted to other financings of equipment provided by such lenderAdministrative Agent; (vl) leasesLiens in favor of the Secured Parties pursuant to a pledge of any note or other instrument evidencing the Shareholder Loan in a principal amount not to exceed $560,000,000, licenses, subleases or sublicenses granted plus any amounts added to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken principal as a whole or (B) secure any Indebtednesspaid-in-kind interest; (vim) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (n) bankers liens and rights of set-off with respect to customary depositary arrangements entered into in the ordinary course of business of IEL the Revolving Loan Borrower and its Subsidiaries; (o) 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; (viip) any Liens (A) on the assets of a collection bank any Receivables Subsidiary arising under Section 4-210 out of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industryany Qualified Receivables Transaction; (viiiq) Liens on the assets of IEL, the Revolving Loan Lender and its Subsidiaries not otherwise permitted by this Section so long as neither (Ai) on cash advances or escrow deposits in favor the aggregate outstanding principal amount of the seller obligations secured thereby nor (ii) the aggregate fair market value (determined as of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date such Lien is incurred) of the creation of such Lienassets subject thereto exceeds (as to IEL, the Revolving Loan Borrower and all Subsidiaries collectively) $25,000,000 at any one time; (ixr) Liens on property any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any Restricted Subsidiary real property that is does not a Loan Party, which Liens secure Indebtedness materially interfere with the ordinary conduct of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a)the business of any Subsidiary; (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviiis) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xixt) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debtarising out of conditional sale, (B) securing Permitted Second Priority Refinancing Debttitle retention, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case consignment or similar arrangements for sale of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have goods entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (Au) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor Motor Vehicles securing Indebtedness permitted by clause (q) of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesSection 7.2.2.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except: (ia) Liens created under on property or assets of the Loan Documents; (ii) Permitted Encumbrances; (iii) Borrowers and Subsidiaries existing on the Closing Date and set forth in Schedule 6.02, provided that such Liens shall secure only those obligations which they secure on the Closing Date, and with respect to Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, Borrowers or Subsidiary Loan Parties (B) such Liens do not at any time encumber any property other than the property financed by First-Tier Subsidiaries), extensions, renewals, refinancings or replacements thereof; provided, however, that no such Indebtednessextensions, except for accessions to such property and the proceeds and the products thereofrenewals, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time refinancings or replacements will extend to or cover any assets property not theretofore subject to the Lien being extended, renewed, refinanced or replaced; and provided further that the Borrowers and Subsidiary Loan Parties (except for accessions to or proceeds of such assets) other than the assets First-Tier Subsidiaries) may substitute for the property subject to any such Capital Lease Obligations; providedLien other property with substantially the same Fair Market Value and not otherwise subject to the Lien of a Loan Document, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by so long as the property for which such lendersubstitution is made is fully and effectively released from such Lien; (vb) leasesany Lien created pursuant to any Indebtedness permitted under Section 6.01(e) and extensions, licensesrenewals, subleases refinancings, or sublicenses granted replacements thereof to others that do not the same extent permitted under paragraph (Aa) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednessabove; (vic) Permitted Liens; (d) Liens in favor of customs the Administrative Agent, Collateral Agent and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;Lenders; and (viie) unperfected Liens (A) of a collection bank arising under Section 4-210 on property of the Uniform Commercial Code on items in the course of collection and Borrowers or Subsidiary Loan Parties (Bother than First-Tier Subsidiaries) in favor of a banking institution other Borrowers or Subsidiary Loan Parties (other than First-Tier Subsidiaries) arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the intercompany transactions among Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesLoan Parties.

Liens. Neither HoldingsHoldings will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings of its Subsidiaries to, create, incur, assume or permit to exist any Lien on upon any of its property (including Capital Securities of any Person), revenues or asset assets, whether now owned or hereafter acquired by itacquired, except: (ia) Liens created under securing payment of the Loan DocumentsObligations; (iib) Permitted Encumbrancesuntil the Closing Date, Liens securing payment of Indebtedness of the type described in clause (b) of Section 7.2.2; (iiic) Liens existing on Effective Dateas of the Closing Date and disclosed in Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness described in clause (c) of Section 7.2.2, and, to the extent set forth in such clause (c), any extensions, amendments, renewals, restatements, replacements or refinancings of such Indebtedness; provided that, in the event of any such extension, amendment, renewal, restatement, replacement or refinancing, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date, less the amount of any Lien payments, prepayments or other amortization of such Indebtedness after the Closing Date; (d) Liens securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be the type permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereofunder clause (e) of Section 7.2.2; provided that (Ai) such modifiedLien is granted within 90 days after such Indebtedness is incurred (except in the case of any extension, replacementrenewal, renewal amendment, restatement, replacement or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and refinancing), (ii) proceeds and products thereofthe Indebtedness secured thereby (if it is of the type described in subclause (e)(i)(B) of such Section 7.2.2) does not exceed 90% of the lesser of the cost or the fair market value of the applicable property, improvements or equipment at the time of such acquisition (or construction) and (Biii) such Lien secures only the obligations secured or benefited by assets that are the subject of the Indebtedness referred to in such modified, replacement, renewal or extension Lien are permitted by Section 6.01clause (e); (ive) Liens securing Indebtedness permitted under by clause (i) of Section 6.01(a)(v) or (xxvii)7.2.2; provided that (A) such Liens existed prior to such Person becoming a Subsidiary, were not created in anticipation thereof and attach concurrently only to assets of such Person; (f) statutory or common law Liens in favor of carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of business for amounts not overdue for a period of more than thirty (30) days or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (g) Liens incurred or within 270 deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases, trade contracts, governmental contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety and appeal bonds or performance bonds; (h) judgment Liens in existence for less than 45 days after the acquisitionentry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to a customary deductible) by insurance maintained with responsible insurance companies and which do not otherwise result in an Event of Default under Section 8.1.6; (i) easements, repairrights-of-way, replacementzoning restrictions, construction minor defects or improvement (as applicable) irregularities in title and other similar encumbrances not interfering in any material respect with the value or use of the property to which such Lien is attached; (j) Liens for Taxes not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (k) second priority Liens securing Indebtedness permitted by clause (h) of Section 7.2.2 and subject to the Intercreditor Agreement; provided that no such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time Lien shall extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized the Liens granted to other financings of equipment provided by such lenderAdministrative Agent; (vl) leasesLiens in favor of the Secured Parties pursuant to a pledge of any note or other instrument evidencing the Shareholder Loan in a principal amount not to exceed $560,000,000, licenses, subleases or sublicenses granted plus any amounts added to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken principal as a whole or (B) secure any Indebtednesspaid-in-kind interest; (vim) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (n) bankers liens and rights of set-off with respect to customary depositary arrangements entered into in the ordinary course of business of IEL the Revolving Loan Borrower and its Subsidiaries; (o) 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; (viip) any Liens (A) of a collection bank arising under Section 4-210 of on the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller assets of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with Receivables Subsidiary, and any escrow arrangements with respect to any such Investment Liens on Receivables Assets of Holdings or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05other Subsidiary, in each case, solely to the extent such Investment or Dispositionin connection with a Qualified Receivables Transaction; [Amendment No. 1, as the case may be, would have been permitted Section 1.6] (q) Liens on the date assets of IEL, the Revolving Loan Lender and its Subsidiaries not otherwise permitted by this Section so long as neither (i) the aggregate outstanding principal amount of the creation obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such LienLien is incurred) of the assets subject thereto exceeds (as to IEL, the Revolving Loan Borrower and all Subsidiaries collectively) $25,000,000 at any one time; (ixr) Liens on property any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any Restricted Subsidiary real property that is does not a Loan Party, which Liens secure Indebtedness materially interfere with the ordinary conduct of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a)the business of any Subsidiary; (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviiis) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xixt) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debtarising out of conditional sale, (B) securing Permitted Second Priority Refinancing Debttitle retention, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case consignment or similar arrangements for sale of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have goods entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (Au) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor Motor Vehicles securing Indebtedness permitted by clause (q) of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesSection 7.2.2.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit None of the Obligors or any Restricted Subsidiary or Intermediate Holdings to, will 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 created under the Loan Documents; (iia) Permitted Encumbrances; (iiib) Liens created by the Security Documents; (c) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if the date hereof and set forth on in Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (Ai) such modified, replacement, renewal or extension Lien does shall not extend apply to any additional property or asset of the Borrower or any Restricted Subsidiary other than (i) after-acquired such property that is affixed or incorporated into the property covered by asset to which such Lien applies on the Effective Date and (ii) proceeds such Lien shall secure only those obligations which it secures on the date hereof and products thereofextensions, renewals and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by replacements thereof in accordance with Section 6.01; (d) Liens on assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (c) or (d) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such assets and (iv) such Liens shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than the proceeds of, and insurance proceeds related to, such assets; (e) Liens on assets of any Restricted Subsidiary in existence on the date such Restricted Subsidiary is acquired by the Borrower (but not created in connection with such acquisition) securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii6.01(f); provided that (Ai) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) Lien shall not apply to any property of asset of the property subject to such Liens, Borrower or any other Restricted Subsidiary and (Bii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) Lien shall secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted only those obligations which it secures on the date of the creation of such Lienacquisition; (ixf) Liens on property the assets of any Restricted Subsidiary that is not a Loan Party, which Liens secure Foreign Subsidiary securing Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a6.01(j);; and (xg) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor on cash securing obligations of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor the Borrower to providers of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, vault services with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturescash.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including stock or other securities of any person) of Parent or any Subsidiary now owned or hereafter acquired by itit or on any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) (i) Liens created under on property or assets of Parent and the Loan Documents; Subsidiaries existing, or applicable to committed obligations, or anticipated to exist in the future, on the Signing Date and, (iiA) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien to the extent securing Indebtedness or other obligations in an aggregate principal amount in excess of $5,000,000 individually shall only be permitted if 35,000,000, or (B) in the case of any such Liens anticipated on the Signing Date to exist in the future, set forth on Schedule 6.026.02(a) and (ii) Liens existing, or applicable to committed obligations, or anticipated to exist in the future, on the Spinoff Date (provided that any Liens incurred pursuant to this clause (a)(ii) shall be permitted only if the Administrative Agent consents thereto (in its reasonable discretion) and Schedule 6.02(a) is updated accordingly to include such Liens) and any modifications, replacements, renewals or extensions thereofof Liens permitted by this clause (a); provided provided, that such Liens shall secure only those obligations that they secure (Aor are committed to secure, or expected to secure on the future, as the case may be) on the Signing Date or the Spinoff Date, as the case may be (and any Permitted Refinancing Indebtedness in respect of such modified, replacement, renewal or extension Lien does obligations permitted by Section 6.01) and shall not extend subsequently apply to any additional other property or assets of Parent or any Subsidiary other than (iA) after-acquired property that is affixed or incorporated into the property covered by such Lien and (iiB) proceeds and products thereof; (b) any Lien created under the Loan Documents (including Liens created under the Security Documents securing obligations in respect of Secured Hedge Agreements, Secured Supply Chain Financings and Secured Cash Management Agreements); (c) any Lien on any property or asset of Parent or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h); provided, that (i) such Lien is not created in contemplation of or in connection with such acquisition or such person becoming a Subsidiary, as the case may be, and (Bii) such Lien does not apply to any other property or assets of Parent or any of the obligations secured Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or benefited by asset and accessions and additions thereto and proceeds and products thereof (other than accessions thereto and proceeds thereof so acquired or any after-acquired property of such modifiedperson becoming a Subsidiary (but not of the Borrowers or any other Loan Party, replacement, renewal or extension including any Loan Party into which such acquired entity is merged) required to be subjected to such Lien are permitted by Section 6.01pursuant to the terms of such Indebtedness (and refinancings thereof)); (ivd) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in good faith in compliance with Section 5.03; (e) Liens imposed by law, constituting landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Parent or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Parent or any Subsidiary; (g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof), in each case to the extent such deposits and other Liens are incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (h) zoning, land use and building restrictions, regulations and ordinances, easements, survey exceptions, minor encroachments by and on the Real Property, railroad trackage rights, sidings and spur tracks, leases (other than Capitalized Lease Obligations), subleases, licenses, special assessments, rights-of-way, covenants, conditions, restrictions and declarations on or with respect to the use of Real Property, reservations, restrictions and leases of or with respect to oil, gas, mineral, riparian and water rights and water usage, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of Parent or any Subsidiary; (i) Liens securing Indebtedness permitted under by Section 6.01(a)(v) or (xxvii6.01(i); provided provided, that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber apply to any property or assets of Parent or any Subsidiary other than the property financed by or assets acquired, leased (including in connection with a sale leaseback transaction), constructed, replaced, repaired or improved with such IndebtednessIndebtedness (or the Indebtedness Refinanced thereby), except for and accessions to such property and the additions thereto, proceeds and the products thereof, customary security deposits and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligationsrelated property; provided, further, that individual financings of equipment provided by one lender may be cross cross-collateralized to other financings of equipment provided by such lenderlender (and its Affiliates) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness shall also be Junior Liens); (vj) [reserved]; (k) non-consensual Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) any interest or title of a ground lessor or any other lessor, sublessor or licensor under any ground leases or any other leases, licenses, subleases or licenses entered into by Parent or any Subsidiary in the ordinary course of business, and all Liens suffered or created by any such ground lessor or any other lessor, sublessor or licensor (or any predecessor in interest) with respect to any such interest or title in the real property which is subject thereof; (m) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of Parent or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent or any Subsidiary, including with respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of Parent or any Subsidiary in the ordinary course of business; (n) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith; (o) Liens securing obligations in respect of letters of credit, bank guarantees, warehouse receipts or similar obligations permitted under Section 6.01(f) or (o) and incurred in the ordinary course of business or consistent with past practice or industry practices and not supporting obligations in respect of Indebtedness for borrowed money; (p) leases or subleases, and licenses or sublicenses (including with respect to any fixtures, furnishings, equipment, vehicles or other personal property, or Intellectual Property), granted to others that do in the ordinary course of business not (A) interfere interfering in any material respect with the business of Holdings, the Borrowers Parent and the Restricted its Subsidiaries, taken as a whole or (B) secure any Indebtednesswhole; (viq) 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; (viir) Liens (A) of a collection bank arising under Section 4-210 solely on any xxxx xxxxxxx money deposits made by Parent or any of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise Subsidiaries in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (s) Liens with respect to such Investment property or Disposition) or (B) consisting of an agreement to dispose assets of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor securing obligations of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party which obligations are not prohibited under Section 6.01; (t) Liens on any amounts held by a trustee or other escrow agent under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions, including Liens in favor of Restricted any trustee or escrow agent in respect of the Senior Notes; (u) [Reserved]; (v) [Reserved]; (w) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness; (x) Liens (i) on Equity Interests in joint ventures that are not Subsidiaries (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement and (ii) on Equity Interests in Unrestricted Subsidiaries; (y) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; (z) Liens in respect of Qualified Receivables Facilities entered into in reliance on Section 6.01(t) that extend only to Permitted Receivables Facility Assets, Permitted Receivables Related Assets or the Equity Interests of any Receivables Entity; (aa) Liens securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums; (bb) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject; (cc) Liens securing Indebtedness or other obligation (i) of Parent or a Subsidiary in favor of a Borrower or any Guarantor and (ii) of any Subsidiary that is not a Loan Party and Liens granted by a Loan Party Guarantor in favor of any other Loan PartySubsidiary that is not a Guarantor; (xidd) Liens existing on property at cash or Permitted Investments securing Hedging Agreements in the time ordinary course of its acquisition business submitted for clearing in accordance with applicable Requirements of Law; (ee) Liens on goods or existing on inventory the property purchase, shipment or storage price of which is financed by a documentary letter of credit or bank guarantee issued or created for the account of Parent or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of Parent or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (ff) Subordination, non-disturbance and/or attornment agreements with any ground lessor, lessor or any mortgagor of any Person at of the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other thanforegoing, with respect to any ground lease or other lease or sublease entered into by Parent or any Subsidiary; (gg) Liens on Collateral that are Other First Liens or Junior Liens, so long as such Person, any replacements of such property Other First Liens or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Junior Liens secure Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v6.01(b) or (vii6.01(v) and guarantees thereof permitted by Section 6.01(m); (xiihh) any interest Liens arising out of conditional sale, title retention or title similar arrangements for the sale or purchase of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into goods by any of Intermediate Holdings, any Borrower Parent or any of the Restricted Subsidiaries in the ordinary course of business; (xiiiii) With respect to any Real Property which is acquired in fee after the Signing Date, Liens arising out which exist immediately prior to the date of conditional saleacquisition, title retentionexcluding any Liens securing Indebtedness which is not otherwise permitted hereunder provided, consignment that (i) such Lien is not created in contemplation of or similar arrangements for sale in connection with such acquisition and (ii) such Lien does not apply to any other property or purchase assets of goods by any of Intermediate Holdings, any Borrower Parent or any of the Restricted Subsidiaries in the ordinary course of businessits Subsidiaries; (xivjj) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to by Section 6.01(a)(ii)(C) and 6.01(a)(xxviii6.01(aa); , provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and at any time encumber any Collateral unless approved by the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations;Administrative Agent; and (xxkk) other Liens; provided that at the time Liens with respect to property or assets of incurrence of the Parent or any Subsidiary securing (x) obligations secured thereby (after giving Pro Forma Effect to any such obligations) in an aggregate outstanding principal amount that, together with the aggregate outstanding face principal amount of other obligations that are secured by Liens existing in reliance on pursuant to this clause (xx) shall kk), immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $45.0 million 750,000,000 and 15.07.5% of Consolidated EBITDA for the Test Period then last ended; Total Assets when incurred, created or assumed and (xxiy) Liens on cash and Permitted Investments used Refinancing Indebtedness incurred to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; Refinance obligations secured pursuant to preceding clause (xxii) Liens on receivables and related assets incurred in connection x). For purposes of determining compliance with Permitted Receivables Financings; this Section 6.02, (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (kk) but may be permitted in part under any combination thereof and (B) in the event that a Lien securing any obligation (or any portion thereof) meets the criteria of one or more of the categories of permitted Liens on specific items of inventory (or other goods and proceeds of any Person portion thereof) described in Sections 6.02(a) through (kk), the Borrower Representative may, in its sole discretion, classify or divide such Lien securing such Person’s obligations obligation (or any portion thereof) in respect of bankers’ acceptances issued or created for any manner that complies with this Section 6.02 and will be entitled to only include the account amount and type of such Person to facilitate the purchase, shipment, Lien or storage of such inventory or other goods in the ordinary course of business; obligation secured by such Lien (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted portion thereof) in one of the ordinary course of business above clauses and such Lien securing such obligation (or portion thereof) will be treated as being incurred or existing pursuant to Intermediate Holdings’, the Borrowers’ only such clause or such Restricted Subsidiary’s client at which such equipment is located; clauses (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesportion thereof).

Liens. Neither Holdings, any Intermediate Holdings nor any the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings Parent to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: (i) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (iii) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if the date hereof and set forth on Schedule 6.02, 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (ix) after-acquired property that is affixed or incorporated into the property covered by such Lien and (iiy) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, Indebtedness except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, provided further that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers Borrower and the its Restricted Subsidiaries, taken as a whole whole, or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint ventures.to

Liens. Neither HoldingsThe Borrower will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume or permit to exist any Lien on any property or asset of its Properties (now owned or hereafter acquired by itacquired), except: (ia) Liens created under securing the Loan Documents;payment of any Indebtedness. (iib) Permitted Encumbrances;Excepted Liens and Immaterial Title Deficiencies. (iiic) Liens existing securing Capital Leases and Purchase Money Debt permitted by Section 9.02(d) but only on Effective Date; provided the Property that any Lien is the subject of such Capital Lease or Purchase Money Debt and on other Property reasonably related thereto. (d) Liens in existence on the date hereof listed on Schedule 9.03, securing Indebtedness Debt permitted by Section 9.02(b) or other obligations in excess (not constituting Debt) of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02the Borrower and the Subsidiaries, and any modifications, replacements, renewals or extensions thereof; provided that (Ai) no such modified, replacement, renewal or extension Lien does not extend is spread to cover any additional property after the Effective Date (other than (i) after-after acquired title in or on such property that is affixed or incorporated into and proceeds of the property covered by existing collateral in accordance with the instrument creating such Lien (without any modification thereof after the Effective Date)) and (ii) proceeds and products thereofto the extent such Liens secure Debt, the amount of Debt secured thereby is not increased except (A) as permitted by Section 9.02(b) and (B) pursuant to the obligations secured or benefited by instrument creating such modified, replacement, renewal or extension Lien are permitted by Section 6.01;(without any modification thereof after the Effective Date). (ive) Liens on Property (and proceeds thereof) securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment Borrower’s or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of the Borrower or such Person Subsidiary, as applicable, to facilitate the purchase, shipment, shipment or storage of such inventory Property or other goods (B) reimbursement obligations in respect of trade letters of credit issued to ensure payment of the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint venturespurchase price for Property; provided that the aggregate amount of obligations secured by Liens permitted under this Section 9.03(e) shall not exceed $1,000,000 at any such Lien is time outstanding. Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 9.03 (other than Liens securing the Indebtedness, Excepted Liens, Immaterial Title Deficiencies and Liens permitted under Section 9.03(e)) may at any time attach to any Oil and Gas Properties directly owned (whether in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (Bfee or by leasehold) purchase options, call, and similar rights of, and restrictions for by the benefit of, a third party with respect to Equity Interests held by Holdings Borrower or any Restricted Subsidiary and evaluated in joint venturesthe most recently delivered Reserve Report.

Liens. Neither HoldingsThe Parent will not, any Intermediate Holdings nor any Borrower will, nor and will they not permit any Restricted Subsidiary or Intermediate Holdings of its Subsidiaries to, create, incur, assume maintain or permit suffer to exist any Lien on upon or with respect to any property or asset of its Property, whether now owned or hereafter acquired by itacquired, except:or assign any right to receive income or profits, except for any of the following (each, a “Permitted Lien”): (ia) Liens created under pursuant to the International Loan Documents; (iib) Permitted EncumbrancesLiens on the U.S. Collateral securing the U.S. Secured Obligations pursuant to the terms of the U.S. Loan Documents; (iiic) Customary Permitted Liens; (d) Liens securing obligations under Interest Rate Contracts and foreign exchange Hedging Agreements, in each case entered into for non-speculative purposes; (e) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if the Execution Date and set forth on Schedule 6.02, and 8.2 or securing any modifications, replacements, renewals or extensions Permitted Refinancing thereof; provided that the principal amount of Indebtedness secured thereby (Ae.g., Indebtedness existing on the Execution Date or incurred subsequent to the Execution Date under any credit agreement or facility as in effect on the Execution Date and set forth on Schedule 8.1, together with any Permitted Refinancing) is not increased; and provided, further, that such modified, replacement, renewal Liens do not attach to or extension Lien does not extend to cover any additional property other Property with a cumulative fair market value greater than such Property secured by such Liens on the Execution Date (i) including after-acquired property that is Property affixed or incorporated into such Property to the property covered by extent such Lien and (ii) proceeds and products thereof, and (B) Liens would attach to or cover such Property immediately prior to the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01Execution Date); (ivf) Liens on the Property of the Parent or any of its Subsidiaries securing Indebtedness permitted under hereunder in reliance upon Section 6.01(a)(v) or (xxvii8.1(c); provided provided, however, that (Ai) such Liens exist prior to the acquisition of, or attach concurrently with substantially simultaneously with, or within 270 90 days after after, the acquisition, repair, replacementimprovement or construction of, construction such Property financed, whether directly or improvement through a Permitted Refinancing, by such Indebtedness and (as applicable) of the property subject to such Liens, (Bii) such Liens do not at extend to any time encumber Property of the Parent or any property of its Subsidiaries other than the property financed Property acquired or built, or the improvements or repairs, financed, whether directly or through a Permitted Refinancing, by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vig) Liens in favor (a) assumed by Parent and/or one or more of customs and revenue authorities arising as a matter of law to secure payment of customs duties its Subsidiaries in connection with the importation of goods; a Permitted Acquisition or (viib) Liens (A) on assets of a collection bank arising under Section 4-210 Person that becomes a Subsidiary of Parent after the Uniform Commercial Code on items date of this Agreement in the course of collection and (B) in favor of a banking institution arising Permitted Acquisition or as a matter result of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.058.3, in each caseprovided, solely to the extent such Investment or Dispositionhowever, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) that such Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person exist at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) or such Lien was asset is acquired and are not created in contemplation of such acquisition or Investment and, in any event, do not secure Indebtedness other than that assumed pursuant to Section 8.1(i) at the time of such Person becoming a Restricted Subsidiary, (B) such Lien does not extend Permitted Acquisition or Investment or attach to or cover encumber the assets of any other assets U.S. Loan Party or property its Subsidiaries and (other than, with respect to such Person, any replacements y) the aggregate amount of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, secured by all Liens pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, it being understood that such requirement this Section 8.2(g) shall not be permitted exceed the amount set forth in clause (iii) to apply the proviso to any property to which such requirement would not have applied but for such acquisition), and (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii8.1(i); (xiih) Liens on any interest property of the Parent or title any of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into its Subsidiaries not otherwise permitted by any of Intermediate Holdingsthe other clauses of this Section 8.2 securing any of their Indebtedness or their other liabilities; provided, however, that the aggregate outstanding principal amount of all such Indebtedness and other liabilities shall not exceed $1,000,000 at any Borrower time; (i) Liens arising from the filing of precautionary uniform commercial code financing statements with respect to any lease permitted by this Agreement; (j) Liens relating to pooled deposit or sweep accounts of the Parent or any of the Restricted its Subsidiaries in the ordinary course to permit satisfaction of business; (xiii) Liens arising out of conditional sale, title retention, consignment overdraft or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries obligations in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred each case in the ordinary course of business and not for speculative purposesprohibited under the International Loan Documents; (xvik) Liens that are contractual rights pledges or deposits of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtednesscash and Cash Equivalents securing deductibles, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or self-insurance, co-payment, co-insurance, retentions and similar obligations incurred in the ordinary course to providers of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; andprovided, however the aggregate amount of such pledges or deposits of cash and Cash Equivalents shall not exceed $1,000,000; (xxviil) Liens securing Indebtedness permitted under Section 8.1(h); or (m) Liens securing performance bonds/letters of credit, bid bonds, advance payment bonds and similar obligations, and Guaranty Obligations in respect thereof, in each case entered into in the ordinary course of business (including obligations under or relating to performance letters of credit, letters of credit and advance payment guarantees issued in connection with payments by a customer in advance of when such payments are due in an amount not to exceed the remaining amount of payments by such customer that have not yet been earned) but not at any time securing more than the sum, at any date of determination, of (i) an amount, at such date, equal to the amount of obligations of the Parent or any of its Subsidiaries currently secured by such Liens as of the Execution Date, (ii) $5,000,000, (iii) an amount, at such date, equal to 20% of any advance payments secured solely by the cash received in connection with such advance payment on such date, and (iv) if (A) Liens on Equity Interests in joint ventures; provided that any no Default shall have occurred and be continuing or shall occur as a result thereof, (B) after incurrence of such Lien is on a pro forma basis, the Parent shall be in favor compliance with Section 5.1 and the Consolidated Net Leverage Ratio for the most recently completed Test Period shall not be greater than 2.50:1:00 and (C) the Parent delivers to Administrative Agent of a creditor certificate of such joint venture an Responsible Officer (on behalf of the Parent) demonstrating the calculation of the Available Amount and such creditor is not an Affiliate of any partner to such joint venture compliance with the immediately preceding clauses (A) and (B) purchase options), callthe Available Amount as of the applicable date of the incurrence of such Lien. Notwithstanding the foregoing, the Parent will not, and similar rights ofwill not permit any of its Subsidiaries to, and restrictions for enter into, or suffer to exist, any Lien (except such Liens so specified in the benefit of, a third party with respect to Equity Interests held by Holdings International Security Documents) upon any Receivable or any Restricted Subsidiary bank accounts of the International Loan Parties in joint ventureswhich Receivables are deposited, or any Equity Interests, in each case pledged pursuant to the International Security Documents.

Liens. Neither Holdings, any Intermediate Holdings nor any The Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Holdings 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: (a) any Lien on any property or asset of the Borrower existing on the Restatement Effective Date and set forth in Schedule 3.11(b), provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations which it secures on the Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created under pursuant to the Loan Security Documents; (iic) Permitted EncumbrancesLiens on assets owned by Financing Subsidiaries; (iiid) Liens existing on Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01Permitted Liens; (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v) or (xxvii); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is SBIC Subsidiary created in favor of the SBA and Liens on Equity Interests in any Structured Subsidiary described in clause (a) of the definition thereof in favor of and required by any lender providing third-party financing to such Structured Subsidiary; (f) Liens on assets owned by (i) Immaterial Subsidiaries created in favor of an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iii) and (ii) any other Subsidiary (other than (1) an Obligor or (2) a creditor Financing Subsidiary) created in favor of an Obligor to the extent solely securing Indebtedness permitted under Section 6.01(j)(iv); and (g) additional Liens securing Indebtedness not for borrowed money not to exceed $5,000,000 in the aggregate provided such joint venture and such creditor Indebtedness is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesotherwise prohibited under Section 6.01(k).

Liens. Neither Holdings, any Intermediate Holdings the Borrower nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, create, incur, assume will create or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell accounts receivable or rights in respect thereof, except: (i) Liens created under the Loan DocumentsTransaction Liens; (ii) Permitted EncumbrancesLiens; (iii) Liens securing Second Lien Senior Secured Debt permitted by Section 6.01(iii); (iv) any Lien on any property of the Borrower or any Restricted Subsidiary existing on the Restatement Effective Date; provided that any Lien securing Indebtedness or other obligations Date and listed in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, 6.02 and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension the Lien does not (x) extend to any additional property or (y) secure any additional obligations, in each case other than (i) after-acquired the initial property that is affixed or incorporated into the property covered by so subject to such Lien and (ii) proceeds the Debt and products thereofother obligations originally so secured, and (B) the obligations secured any modifications, replacements, renewals, extensions or benefited by such modified, replacement, renewal or extension Lien are refinancings thereof permitted by Section 6.01hereunder; (ivv) Liens securing Indebtedness permitted under Section 6.01(a)(v) on assets acquired, constructed or (xxvii)improved by the Borrower or any Restricted Subsidiary; provided that (A) the Debt secured by such Liens attach concurrently with or within 270 days after the acquisitionis permitted by Section 6.01(viii), repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, and (B) such Liens do will not at apply to any time encumber other property of the Borrower or any property other than the property financed by such Indebtedness, except for accessions to such property and the proceeds and the products thereofRestricted Subsidiary, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligationsextension, such Liens do not at any time extend to renewal or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtednessreplacements thereof; (vi) Liens in favor of customs on accounts receivable and revenue authorities arising as a matter of law related property pursuant to secure payment of customs duties in connection with the importation of goodsany Permitted Receivables Financing; (vii) Liens (A) of a collection bank arising under Section 4-210 any Lien granted in favor of the Uniform Commercial Code on items Swingline Lender or any Issuing Bank pursuant to arrangements designed to eliminate such Swingline Lender’s or Issuing Bank’s risk with respect to any Defaulting Lender’s or Defaulting Lenders’ participation in the course Swingline Loans or Letters of collection and Credit, respectively, as contemplated by Section 2.20; (Bviii) Liens in favor of a banking institution arising as a matter by operation of law or any contract, including in support of guarantees permitted under Section 6.01(xiii), encumbering deposits (including the right of setoffset-off) held by such banking institutions incurred in the ordinary course of business and that which are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;; or (ix) Liens on property not permitted by the foregoing clauses of any Restricted Subsidiary that is not a Loan Partythis Section 6.02 securing other obligations in an aggregate amount outstanding or, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, if less in each case permitted under Section 6.01(a); case, on assets with an aggregate fair market value (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after-acquired property subject to a Lien securing Indebtedness and other obligations incurred determined immediately prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (Dsuch Lien), such Liens that together do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million 35,000,000 and 15.03.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided Net Tangible Assets determined at such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesdate.

Liens. Neither Holdings, any Intermediate Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, No Sotheby Entity shall create, incur, assume or permit to exist any Lien on or with respect to its Accounts or any property of its other properties or asset assets (whether now owned or hereafter acquired by it, exceptacquired) except for: (i) Liens created under the Loan Documents; (iia) Permitted Encumbrances; (b) Liens created pursuant to the York Avenue Loan Documents; (c) Liens (i) in existence on the date hereof, (ii) if such property or assets are owned by a Credit Party, summarized on Disclosure Schedule (6.7) and (iii) Liens existing securing the Indebtedness described on Effective DateDisclosure Schedule (6.3) and refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided provided, that any Lien securing the principal amount of the Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if set forth on Schedule 6.02, so secured is not increased and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension the Lien does not extend attach to any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01property; (ivd) Liens securing Indebtedness permitted under payment of obligations described in Section 6.01(a)(v) or (xxvii6.3(a)(iv); provided provided, that (A) such Liens shall not attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than cash on deposit with, or under the property financed by such Indebtednesscontrol of, except for accessions to such property and the proceeds and the products thereof, and any lease holder of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations, such Liens do not at any time extend to or cover any assets (except for accessions to or proceeds of such assets) other than the assets subject to such Capital Lease Obligations; provided, further, that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender; (v) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vie) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien; (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case permitted under Section 6.01(a); (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case created after the date hereof by conditional sale or other title retention agreements (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (Aincluding Capital Leases) such Lien was not created or in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than, connection with purchase money Indebtedness with respect to such Person, any replacements of such property or assets Equipment and additions and accessions, proceeds and products thereto, after-Fixtures acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after-acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, 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 (C) the Indebtedness secured thereby is permitted under Section 6.01(a)(v) or (vii); (xii) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries Sotheby Entity in the ordinary course of business, involving the incurrence of an aggregate amount of purchase money Indebtedness and Capital Lease Obligations of not more than a Dollar Equivalent of $3,000,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within forty-five (45) days following such purchase and does not exceed 100% of the purchase price of the subject assets); (xiiif) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii6.3(a)(ix); provided provided, that (in the case of clauses (B) such obligations are secured solely with cash and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured ObligationsCash Equivalent Investments; (xxg) other Liens; provided that at the time of incurrence of the obligations secured thereby licenses and sublicenses permitted pursuant to Section 6.8(g); (after giving Pro Forma Effect to any such obligationsh) Liens not otherwise permitted above on (i) cash and Cash Equivalents or (ii) assets not constituting Collateral, in each case, so long as the aggregate outstanding face amount of obligations secured by such Liens existing in reliance on this clause (xx) shall does not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is permitted hereunder; (xxii) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business20,000,000; and (xxvii) (Ai) Liens on Equity Interests in joint venturesany Specified U.K. Real Estate securing Indebtedness permitted pursuant to clause (ii)(B) of Section 6.3(a); provided that, except as set forth in clause (i) of this Section 6.7, no Foreign Credit Party shall create, incur, assume or permit to exist any Lien on or with respect to its Real Estate other than Permitted Encumbrances described in clauses (a), (g) or (h) of the definition thereof. In addition, no Credit Party shall become a party to any agreement, note, indenture or instrument, or take any other action after the Closing Date that would prohibit the creation of a Lien on any such Lien is of its properties or other assets in favor of a creditor the Collateral Agent, on behalf of such joint venture itself and such creditor is not an Affiliate of the other Secured Parties, as additional collateral for the applicable Secured Obligations, except (x) agreements entered into in connection with any partner Permitted U.K. Real Estate Financing that prohibit Liens upon any Specified U.K. Real Estate subject to such joint venture Permitted U.K. Real Estate Financing and (By) operating leases, Capital Leases, Licenses or agreements relating to purchase options, call, and similar rights of, and restrictions for money Indebtedness which prohibit Liens upon the benefit of, a third party with respect to Equity Interests held by Holdings or any Restricted Subsidiary in joint venturesassets that are subject thereto.

Liens. Neither HoldingsCreate, any Intermediate Holdings nor any Borrower willincur, nor will they assume or suffer to exist, or permit any Restricted Subsidiary or Intermediate Holdings to, of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Lien on or with respect to any property or asset of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired by itacquired, except:except (collectively, “Permitted Liens”): (i) Liens created under the Loan Documents; (iia) Permitted Encumbrances; (iiib) Liens existing existing, or applicable to committed obligations, or anticipated to exist in the future, on the Effective Date; provided that any Lien securing Indebtedness or other obligations in excess of $5,000,000 individually shall only be permitted if Date and set forth on in Schedule 6.026.01, and Liens securing any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not extend to Permitted Refinancing of any additional property other than (i) after-acquired property that is affixed or incorporated into the property covered by such Lien and (ii) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 6.01a Lxxx described in this clause (b); (ivc) Liens any Lien on any asset securing Indebtedness Debt permitted under Section 6.01(a)(v) or (xxvii6.02(e); provided that (A) such Liens attach concurrently with or within 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens, (B) such Liens do not at any time encumber any property other than the property financed by acquired, developed, purchased, leased, constructed, repaired, restored, replaced, maintained, upgraded, expanded or improved with the proceeds of such IndebtednessDebt, except for accessions and additions to such property property, replacements or improvements thereof, customary security deposits with respect thereto, related contract rights and payment intangibles, and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and thereof; provided further that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender or its affiliates; (Cd) Liens arising in connection with respect to Capital Lease Obligations, Capitalized Leases permitted under Section 6.02(f); provided that such Liens do not at any time extend to or cover any assets (except for accessions and additions to or such assets, replacements and products thereof and customary security deposits, related contracts rights and payment intangibles, and the proceeds and products of such assets) other than the assets subject to property financed by such Capital Lease ObligationsDebt; provided, further, provided further that individual financings of equipment provided by one lender may be cross cross-collateralized to other financings of equipment provided by such lenderlender or its affiliates; (ve) leases, licenses, subleases or sublicenses granted to others that do not (A) interfere in any material respect with the business of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole or (B) secure any Indebtedness; (vi) 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; (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 6.05 (including any letter of intent or purchase agreement with respect to such Investment or Disposition) or (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 6.05, in each case, solely to the extent such Investment or Dispositiontransactions create a Lien thereunder, as the case may be, would have been liens in favor of lessors securing Sale and Leaseback Transactions permitted under this Agreement on the date of the creation of asset subject to such LienSale and Leaseback Transactions; (ixf) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case securing (i) Debt permitted under by Section 6.01(a); (x6.02(j)(ii) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party, Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of Restricted Subsidiary that is not a Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (xi) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (including by the designation of an Unrestricted Subsidiary as a Restricted Subsidiary), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary)Effective Date; provided that (Ax) such Lien was not created incurred in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, Subsidiary and (By) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property than the proceeds or assets products thereof and additions and accessions, proceeds and products thereto, after-after acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require or include, pursuant to their terms existing at such time, a pledge of after-acquired property the time of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lenderacquisition, 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 (Cii) the Indebtedness any Permitted Refinancing of Debt secured thereby is by a Lien permitted under Section 6.01(a)(v) or this clause (viif); (xiig) Liens securing Debt of Foreign Subsidiaries permitted to be incurred under Section 6.02(a); (h) Liens securing Debt permitted to be incurred under Section 6.02(i); (i) Liens created pursuant to any interest Loan Document or title otherwise securing any Secured Obligations; (j) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of a lessor under leases (other than leases constituting Capital Lease Obligationsincluding obligations in respect of letters of credit or bank guarantees for the benefit of) entered into by any of Intermediate Holdingsinsurance carriers providing property, any casualty or liability insurance to the Parent Borrower or any of the Restricted Subsidiaries in the ordinary course of businessSubsidiary; (xiiik) Liens arising out securing obligations in respect of conditional saleletters of credit, title retentionbank guarantees, consignment warehouse receipts or similar arrangements for sale or purchase of goods by any of Intermediate Holdings, any Borrower or any of the Restricted Subsidiaries in the ordinary course of business; (xiv) Liens deemed to exist in connection with Investments in repurchase agreements obligations permitted under clause (e) of the definition of the term “Permitted Investments”; (xv) Liens encumbering reasonable customary initial deposits this Agreement and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or consistent with past practice or industry practices and not supporting obligations in respect of Debt for speculative purposesborrowed money; (xvil) Liens that are contractual rights of setoff (A) relating to solely on any cxxx xxxxxxx money deposits made by the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, any Intermediate Holdings, the Borrowers and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers of Intermediate Holdings, any Borrower or any Restricted Subsidiary in the ordinary course of business; (xvii) ground leases in respect of real property on which facilities owned or leased by Holdings, any Parent Borrower or any of the Restricted its Subsidiaries are located; (xviii) Liens on insurance policies and the proceeds thereof securing the financing in connection with any letter of the premiums with intent or purchase agreement in respect thereto; (xix) Liens on the Collateral (A) securing Permitted First Priority Refinancing Debt, (B) securing Permitted Second Priority Refinancing Debt, (C) securing Incremental Equivalent Debt, (D) securing Indebtedness permitted pursuant to Section 6.01(a)(ii)(C) and 6.01(a)(xxviii); provided that (in the case of clauses (B) and (D), such Liens do not secure Consolidated First Lien Debt and the applicable holders of such Indebtedness (or a representative thereof on behalf of such holders) shall have entered into the Second Lien Intercreditor Agreement which agreement shall provide that the Liens on the Collateral shall rank junior to the Liens on the Collateral securing the Secured Obligations; (xx) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving Pro Forma Effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (xx) shall not exceed the greater of $45.0 million and 15.0% of Consolidated EBITDA for the Test Period then last ended; (xxi) Liens on cash and Permitted Investments used to satisfy or discharge Indebtedness; provided such satisfaction or discharge is Investment permitted hereunder; (xxiim) Liens on receivables and related assets incurred any amounts held by a trustee or other escrow agent under any indenture or other debt agreement issued in connection with Permitted Receivables Financingsescrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens on cash or Permitted Investments securing Swap Agreements in the ordinary course of business in accordance with applicable Requirements of Law; (xxv) Liens on equipment of Intermediate Holdings, the Borrowers or any Restricted Subsidiary granted in the ordinary course of business to Intermediate Holdings’, the Borrowers’ or such Restricted Subsidiary’s client at which such equipment is located; (xxvi) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; and (xxvii) (An) Liens on Equity Interests in joint venturesventures that are not Subsidiaries (i) securing obligations of such joint venture or (ii) pursuant to the relevant joint venture agreement or arrangement; (o) Liens on securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06 (other than Section 6.06(n)); (p) subordination, non-disturbance and/or attornment agreements with any ground lessor, lessor or any mortgagor of any of the foregoing, with respect to any ground lease or other lease or sublease entered into by the Parent Borrower or any Subsidiary; (q) Liens securing insurance premium financing arrangements; provided that any such Lien is Liens are limited to the applicable unearned insurance premiums; and (r) Liens in favor of a creditor of such joint venture and such creditor Receivables Subsidiary or a Person that is not an Affiliate a Subsidiary of any partner the Parent Borrower on Receivables Assets or the Equity Interests of a Receivables Subsidiary, in each case granted in connection with a Receivables Facility solely to secure obligations owing to such joint venture Receivables Subsidiary or other Person that is not a Subsidiary of the Parent Borrower under such Receivables Facility. Any Lien permitted above on any property or assets may extend to the identifiable proceeds thereof. Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 6.01 may, at any time, attach to any real property located within the United States and (B) purchase options, call, and similar rights of, and restrictions for owned by the benefit of, a third party with respect to Equity Interests held by Holdings Parent Borrower or any Restricted Subsidiary in joint venturesof its Subsidiaries, other than Permitted Encumbrances.