Common use of Liens Clause in Contracts

Liens. Create, incur, assume, or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Restatement Effective Date and listed on set forth in Schedule 7.3(d3.11(b), provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Restatement Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Financing Subsidiaries; (d) Liens created pursuant to the Security Documents securing Secured Longer-Term Indebtedness incurred pursuant to Section 7.26.01(b); (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Permitted Liens; (f) additional Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries 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 business permitted by this Agreement;; and (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred on Equity Interests in the ordinary course of business and not for speculative purposes; (h) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given any SBIC Subsidiary created in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts favor 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000SBA.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon that secures obligations under any of its propertyIndebtedness on any property or assets at the time owned by it, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c1) Liens securing Indebtedness incurred in accordance with Sections 6.01(1) or 6.01(2); provided that, in the case 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 or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedBorrower; (d2) Liens securing Indebtedness existing on the Closing Date and listed on Schedule 7.3(d), Date; provided that (i) no such Lien is spread to cover any additional property after Liens only secure the obligations that they secure on 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 Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.26.01) 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; (e3) Liens securing Indebtedness incurred in accordance with Section 6.01(5); provided that such Liens 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 modificationoriginal 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 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, 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, extension or renewal of any Lien permitted by clauses such Liens (c) so long as the Indebtedness 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 after acquired property that is affixed or incorporated into the property covered obligations secured by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as Liens are permitted by Section 7.2this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal; (f11) Liens arising out securing judgments that do not constitute an Event of conditional saleDefault 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, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of affected Restricted Subsidiary has set aside on its Subsidiaries 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 permitted securing obligations that are not overdue by this Agreementmore than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the Borrower or a Restricted Subsidiary has set aside on its books reserves in accordance with GAAP; (ga) Liens encumbering reasonable customary initial pledges and deposits and margin 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 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 Restricted Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (15) 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 Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; (h16) any 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 (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (iia) relating to pooled deposit or sweep accounts of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary or (iiib) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary in the ordinary course of business; (i18) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure letters banker’s liens, rights of credit used for the account of the Loan Parties set-off or any of their respective Subsidiaries similar rights; (19) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business consistent that do not interfere in any material respect with past practices the business of the Borrower and the Restricted Subsidiaries, taken as a whole; (20) 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 extent 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; (25) Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) 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, or any comparable or successor provision, on items in the course of collection; (b) attaching to pooling, commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; or (c) in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry; (30) 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 or storage of such inventory or other goods; (31) 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 which such Liens are permitted by first created is less than or 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 7.2(l2.18(8); (j32) Liens that rank junior to the extent constituting LiensLiens securing 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 a Customer arising with respect (i) Closing Date Total Net Leverage Ratio and (ii) 6.00 to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, 1.00; provided that a Debt Representative acting on behalf of the holders of such Customer Indebtedness will become party to or otherwise subject to the provisions of the Intercreditor Agreement and a Junior Lien shall not extend to any property of any Group Member; andIntercreditor Agreement; (k33) other Liens securing Indebtedness or other additional obligations in an aggregate outstanding principal amount not to exceed the greater of (a) $1,000,000100.0 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 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 the Borrower; (35) Liens securing Indebtedness incurred in accordance with Section 6.01(13) solely encumbering the assets that are subject of such Indebtedness; and (36) Liens securing Indebtedness incurred in 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 which event, and at which time, same will be deemed incurred under the subsection or clause to which reclassified).

Liens. CreateNo Borrower will, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documentspayment of any Obligations; (b) Permitted Liens; (c) Liens securing leases giving rise to Indebtedness of the Borrower or any other Subsidiary incurred pursuant to allowed under Section 7.2(f) to finance the acquisition of fixed or capital assets6.01(c); provided that (i) such liens Liens shall be created substantially simultaneously with the acquisition acquisition, repair, improvement or lease, as applicable, of such fixed or capital assetsthe related Property, (ii) such Liens do not at any time encumber any property other than the property Property financed by such Indebtedness and Indebtedness, (iiiii) the amount of Indebtedness secured thereby is not increasedincreased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable) together with any financing for interest thereon; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 7.2disclosed on Schedule 6.02; (e) any Lien arising out of the modificationrefinancing, replacementextension, extension renewal or renewal refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses (c) and (d) above and clauses (f) and (g) of in this Section 7.3 upon or in 6.02; provided that any such Indebtedness is not increased beyond the same assets theretofore subject to such Lien amount thereof outstanding on the date hereof (other than after acquired property that increases associated with the capitalization of refinancing costs) and is affixed or incorporated into the property covered not secured by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2any additional assets; (f) Liens (i) of a collection bank arising out under Section 4-210 of conditional sale, title retention, consignment or similar arrangements for sale the UCC on items in the course of goods entered into by collection and (ii) in favor of banking institutions arising as a matter of law encumbering deposits (including the Parent Guarantor or any right of its Subsidiaries set-off) and which are within the general parameters customary in the banking industry; (g) Liens made in the ordinary course of business to secure liability to insurance carriers respecting the financing of insurance premiums permitted by this Agreement; (g) 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 purposesunder Section 6.01(j); (h) non-recourse Liens that are contractual rights on Equity Interests of set-off (i) relating joint ventures in favor of such joint venture parties themselves or the lenders 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businesssuch joint venture; (i) Liens on cash collateral to secure letters of credit used for plugging and abandonment obligations, which do not constitute a Material Adverse Effect (as determined by the account of the Loan Parties or any of their respective Subsidiaries Administrative Agent, in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(lits sole discretion); (j) to Liens securing Indebtedness permitted under Section 6.01(l); provided, however, that such Liens encumber only the extent constituting Liens, Liens applicable assets of a Customer arising with respect to any real or personal property owned by such Customer or any other the Person that is becomes a Subsidiary of the Company and such Liens were not created in contemplation of such Person becoming a Group Member, that is in Subsidiary of the possession or control of a Group Member, held in 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 any Group Member; andCompany; (k) additional Liens upon Property created after the date hereof which do not secure debt for borrowed money (other Liens securing Indebtedness than Pcards and Epayables) or other obligations in an under Swap Agreements, provided that (A) the aggregate principal amount obligations secured thereby and incurred on or after the date hereof shall not to exceed $1,000,0002,500,000 in the aggregate at any one time outstanding, and (B) if such Liens encumber cash collateral, the aggregate amount of cash on deposit shall not exceed $1,500,000; provided that in no event shall any Liens permitted by this clause encumber any Oil and Gas Properties evaluated in determining the Borrowing Base; provided that, in any event, no Liens encumbering any Property of any Credit Party shall secure Swap Obligations other than Lender Swap Obligations.

Liens. CreateCompany will not and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its propertyproperties or assets (including, without limitation, any securities or debt instruments of any of their Subsidiaries), whether now owned or hereafter acquired, 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”): (a) Liens securing the Obligations that are incurred under created by the Loan Documents; (b) Customary Permitted Liens; (c) Liens securing existing on the date hereof to secure Indebtedness of the Borrower or any to Remain Outstanding listed on Schedule 8.2(j) hereto and Permitted Refinancings thereof and other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedlisted on Schedule 8.1(c); (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that any property (i) no securing Indebtedness incurred or assumed for the purpose of financing all or any part of the acquisition, construction, repair or improvement cost of such Lien is spread to cover any additional property property, including Capitalized Lease Obligations (or financing of the purchase price within ninety (90) days 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 respective purchase of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (cassets) 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products Permitted Refinancings thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or securing Sale and Leaseback Transactions and Permitted Refinancings thereof, and (iii) relating to purchase orders of any Person at the time such property is acquired or such Person becomes a Subsidiary and, in each case within this clause (iii), not created in contemplation of or in connection with such event and other agreements entered into with customers Permitted Refinancings thereof; provided that in the case of each of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.foregoing:

Liens. CreateThe Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of its propertythe Parent or any Restricted Subsidiary, whether now owned or hereafter acquiredany income or profits therefrom, exceptor assign or convey any right to receive income therefrom, unless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and 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 the Guarantees are equally and ratably secured. The foregoing shall not apply to (A) Liens securing the Obligations that are incurred under Notes and the Loan Documents; related Guarantees, (b) Permitted Liens; (cB) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the Borrower or any other Subsidiary terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof, and (C) Liens securing Pari Passu Indebtedness permitted to be incurred pursuant to Section 7.2(f4.09 hereof; provided, that at the time of any incurrence of such Pari Passu Indebtedness and after giving pro forma effect thereto (in a manner consistent with the calculation of the Consolidated Leverage Ratio) under this clause (C), the Consolidated Secured Leverage Ratio shall not be greater than 3.50 to finance 1.00. Any Lien created for the acquisition benefit of fixed or capital assets; provided that (i) such liens the Holders of the Notes pursuant to this Section 4.12 shall be created substantially simultaneously with deemed automatically and unconditionally released and discharged upon the acquisition release and discharge of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such applicable 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 described in clauses (c1) and (d) above and clauses (f) and (g2) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0004.12.

Liens. Create, incur, assume, incur or suffer to exist assume any Lien upon on any of its propertyproperty or assets (including Equity Interests or other securities of any person) at the time owned by it or on any income or revenues or rights in respect of any thereof, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing First Restatement Effective Date and listed (or created following the First Restatement Effective Date pursuant to agreements in existence on the First Restatement Effective Date requiring the creation of such Liens) and, in each case, set forth on Schedule 7.3(d6.02(a), ; provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien Liens shall secure only those obligations that it secures they secure on the date hereof First Restatement Effective Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01(a)) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in any of the same assets theretofore subject to such Lien (other Restricted Subsidiaries other than after (A) after-acquired property that is affixed to or incorporated into the property covered by such Lien and (B) proceeds and products thereof and (ii) Liens existing on the First Restatement Effective Date securing property or financed by 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 7.2 and proceeds and products thereof6.01(b); (c) or the modification, refunding, refinancing, replacement, extension or renewal of the any Lien securing Indebtedness or other obligations secured thereby as Permitted Refinancing Indebtedness permitted by Section 7.26.01(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”; (fd) 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 out in the ordinary course of conditional salebusiness 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, title retentionif applicable, consignment the Borrower or similar 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 sale reimbursement or indemnification obligations of goods entered into by (including obligations in respect of letters of credit or bank guarantees for the Parent Guarantor 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 permitted by this Agreementbusiness, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (gh) Liens encumbering reasonable customary initial deposits zoning restrictions, survey exceptions and margin deposits 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 Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or the other Restricted Subsidiaries; (hi) 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 6.03, 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 (so long as the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement); 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 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, (ii) relating to pooled deposit or sweep accounts of the Parent Guarantor Borrower or any of its the other Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its the other Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its the other Restricted Subsidiaries in the ordinary course of business; (io) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure letters banker’s liens, rights of credit used for the account of the Loan Parties set-off or any of their respective Subsidiaries similar rights; (p) leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business consistent that do not interfere in any material respect with past practices the business of the Borrower and any of the other Restricted Subsidiaries taken as a whole; (q) 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; (r) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the other Restricted Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (s) Liens with respect to property or assets of any Restricted Subsidiary that is not a Loan Party securing Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted under Section 6.01; (t) Liens with respect to property or assets of a Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted under Section 6.01(s); (u) Liens securing Leverage Ratio Debt; provided such Liens (i) apply only to property or assets of a 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 consignment arrangements entered into in the ordinary course of business; (w) Liens arising from precautionary Uniform Commercial Code financing statements; (x) Liens on Equity Interests of any joint venture or Unrestricted Subsidiary (i) securing obligations of such joint venture or Unrestricted Subsidiary, as the case may be, 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 so long as such Liens are limited to the applicable unearned insurance premiums; (bb) Liens in favor of the Borrower or any of the Restricted 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 Administrative Agent; (cc) Liens securing obligations permitted under Section 6.01(m) to the extent such letters of credit Liens are permitted by Section 7.2(l)subject to the 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; (jdd) Liens 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 constituting Lienssuch after-acquired property would be subject to the existing Lien) that secured the original Lien (plus improvements on and accessions to such property), Liens of a Customer arising with respect and (y) the Indebtedness secured by such Xxxx at such time pursuant to this clause (dd) is not increased to any real amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, plus accrued interest, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or personal property owned by such Customer or any other Person that is not a Group Memberreplacement; provided, further, that is in if any original Lien was subject to an intercreditor agreement with the possession or control of a Group MemberAdministrative Agent, held in 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 new Lien shall not extend be subject to an intercreditor agreement substantially consistent with and no less favorable to the Lenders in any property of any Group Membermaterial respect than such original intercreditor agreement; and (kee) other Liens securing Indebtedness or other obligations in an aggregate principal amount outstanding at any time not to exceed exceed, at the time of incurrence of such Lien (and after giving effect thereto) the greater of (i) $1,000,00050.0 million and (ii) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date of such incurrence for which the Required Financial Statements have been delivered pursuant to Section 5.04, so long as any such Liens on the Accounts or Inventory of any Borrower Party or Guarantor are subordinated to the Liens on such assets securing the Obligations pursuant to the ABL/Term Loan Intercreditor Agreement or another intercreditor agreement substantially consistent with and no less favorable to the Lenders in any material respect than the ABL/Term Loan Intercreditor Agreement. For purposes of determining compliance with this Section 6.02, (A) a Lien 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 described in Section 6.02 (other than Section 6.02(b) or (cc)), the Borrower may, in its sole discretion, reclassify such Lien securing such item of Indebtedness (or any portion thereof) and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to such other clause.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Effective Date and listed on set forth in Schedule 7.3(d3.11(b), provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Section 7.2Financing Subsidiaries; (d) Permitted Liens; (e) Liens on Equity Interests in any SBIC Subsidiary created in favor of the modification, replacement, extension or renewal of SBA and Liens on Equity Interests in any Lien permitted by clauses Structured Subsidiary described in clause (c) and (d) above and clauses (f) and (ga) of this Section 7.3 upon or the definition thereof in the same assets theretofore subject favor of and required by any lender providing third-party financing to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Structured Subsidiary; (f) Liens arising out on assets owned by (i) Immaterial Subsidiaries created in favor of conditional sale, title retention, consignment 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 similar arrangements for sale (2) a Financing Subsidiary) created in favor of goods entered into by an Obligor to the Parent Guarantor or any of its Subsidiaries in the ordinary course of business extent solely securing Indebtedness permitted by this Agreement;under Section 6.01(j)(iv); and (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other additional Liens securing Indebtedness or other obligations in an aggregate principal amount not for borrowed money not to exceed $1,000,0005,000,000 in the aggregate.

Liens. CreateNo Borrower shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its propertyproperties or assets (including, without limitation, any securities or debt instruments of any of their Subsidiaries), whether now owned or hereafter acquired, 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”): (a) Liens securing the Obligations that are incurred under created by the Loan Documents; (b) Customary Permitted Liens; (c) Liens securing existing on the date hereof to secure Indebtedness of the Borrower or any to Remain Outstanding listed on Schedule 8.2(i) hereto and Permitted Refinancings thereof and other Subsidiary incurred pursuant to Section 7.2(fLiens listed on Schedule 8.1(c) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedhereto; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that any property (i) no securing Indebtedness incurred or assumed for the purpose of financing all or any part of the acquisition, construction, repair or improvement cost of such Lien is spread to cover any additional property property, including Capitalized Lease Obligations (or financing of the purchase price within ninety (90) days after the Closing Date respective purchase of assets), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products Permitted Refinancings thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or securing Sale and Leaseback Transactions and Permitted Refinancings thereof, and (iii) relating to purchase orders of any Person at the time such property is acquired or such Person becomes a Subsidiary and, in each case, within this clause (iii), not created in contemplation of or in connection with such event and other agreements entered into with customers Permitted Refinancings thereof; provided that in the case of each of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.foregoing:

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon 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 its propertythe Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, except: (a) Liens securing in favor of the Obligations that are incurred under Collateral Agent for the Loan Documentsbenefit of the Secured Parties granted pursuant to any Credit Document; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on in Schedule 7.3(d), 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 6.2 and any modifications, refundingsreplacements, refinancingsrenewals, extensionsrestructurings, renewals and replacements of such obligations permitted by Section 7.2; refinancings or extensions thereof; provided, (ei) 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 (does not extend to any additional property other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 6.1 and (B) proceeds and products thereofthereof and (ii) or the modificationreplacement, refunding, refinancing, replacementrenewal, extension or renewal refinancing of the Indebtedness or other obligations secured thereby as or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.26.1; (d) 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 arising out securing Indebtedness permitted pursuant to Section 6.1(h); provided that (i) such Liens are created within 270 days of conditional salethe acquisition, title retentionconstruction, consignment repair, lease or similar arrangements improvement (as applicable) of the property subject to such Liens (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 (or construction) plus the amount of any fees or other expenses incurred in connection therewith, and (iii) such Liens do not at any time extend to or cover any assets (except for sale replacements, additions and accessions to such assets) other than the assets subject to such Capital Leases and the proceeds and products thereof and customary security deposits; provided, individual financings of goods entered into equipment provided by the Parent Guarantor or any one lender may be cross collateralized to other financings of its Subsidiaries in the ordinary course of business permitted equipment provided by this Agreementsuch lender; (g) Liens encumbering reasonable customary initial deposits 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 (other than by designation as a Restricted Subsidiary pursuant to Section 5.15), but excluding Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by any Credit Party; provided, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and margin deposits accessions thereof and similar Liens attaching other than after-acquired property subjected to commodity trading accounts or a Lien securing Indebtedness and other brokerage accounts obligations incurred in prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the ordinary course of business and not for speculative purposesIndebtedness (if any) secured thereby is permitted under Section 6.1; (h) 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 after-acquired property that is affixed or 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 contractual rights of set-off (i) relating contractually junior to the establishment of depository relations with banks not given 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 connection good faith by Holdings in consultation with the issuance of Indebtedness, (iiAdministrative Agent) 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 Lenders as those contained in the ordinary course of business of documentation governing the Parent Guarantor Indebtedness being modified, refinanced, refunded, renewed, replaced or any of its Subsidiaries extended or (iiib) relating otherwise reasonably acceptable to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessAdministrative Agent; (i) Liens on cash collateral to secure letters securing Indebtedness of credit used for any Borrower or the account of the Loan Parties or any of their respective Restricted Subsidiaries in the ordinary course of business consistent with past practices an aggregate amount for all such Persons not to the extent such letters of credit are permitted by Section 7.2(l)exceed at any time $5,000,000; (j) Liens on property of Restricted Subsidiaries 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 extent constituting Liens, Liens assets of a Customer arising with respect to any real or personal property owned by such Customer or any other Person Restricted Subsidiary that is not a Group MemberCredit Party; (k) Liens securing Indebtedness (and related obligations) permitted under clause (ii) of the definition of Permitted Obligations; (l) Liens on Collateral securing Indebtedness (and related obligations) permitted under Sections 6.1(n) or 6.1(s), that is in subject to the possession Intercreditor Agreement or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee another intercreditor or held by a Group Member pursuant subordination agreement reasonably satisfactory to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberthe Administrative Agent; and (km) other Liens on the Collateral securing Indebtedness (x) Permitted First Priority Refinancing Debt, subject to the Intercreditor Agreement or other obligations (y) 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 an aggregate principal 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 (or any portion thereof) and will only be required to include the amount not and type of Lien in one or more of the above clauses; provided that all Liens created under the Credit Documents will be deemed to exceed $1,000,000have been created in reliance only on Section 6.2(a) and, if applicable, Section 6.2(d).

Liens. Create, incur, assume, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations for Taxes not yet due or that are incurred under being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the Loan Documentsbooks of the MLP or its Restricted Subsidiaries, as the case may be, in conformity with GAAP; (b) Transaction Liens; (c) Permitted Liens; (cd) Liens securing Indebtedness any Lien on any property of the Borrower MLP or any other Restricted Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 listed in Schedule 7.3 and any modifications, refundings, refinancings, extensionsreplacements, renewals or extensions thereof; provided that the Lien does not (x) extend to any additional property or (y) secure any additional obligations, in each case, other than the initial property so subject to such Lien and replacements of such the Indebtedness and other obligations originally so secured, and any modifications, replacements, renewals, extensions or refinancings thereof permitted by Section 7.2hereunder; (e) Liens on assets acquired, constructed, developed, designed or improved by the modification, replacement, extension MLP or renewal of any Lien permitted by clauses Restricted Subsidiary; provided that (cA) 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 after acquired property that is affixed or incorporated into the property covered Indebtedness secured by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as Liens is permitted by Section 7.27.2(j), and (B) such Liens will only apply to such assets (plus additions, accessions, replacements to or of such assets); (f) Liens arising out securing Indebtedness permitted by Section 7.2(e) or (j)(ii); provided that any such Lien is not extended to cover any other property or assets of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor MLP or any Restricted Subsidiary (except additions, accessions, replacement and improvements to or of its Subsidiaries in 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 business permitted by this AgreementSection 7.3; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching any Lien granted in favor of the Swing line Lender or any Issuing Bank pursuant to commodity trading accounts arrangements designed to eliminate such Swing line Lender’s or other brokerage accounts incurred Issuing Bank’s risk with respect to any Defaulting Lender’s or Defaulting Lenders’ participation in the ordinary course Swing line Loans or Letters of business and not for speculative purposesCredit, respectively, as contemplated by Section 2.20; (h) 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 securing Indebtedness or sweep accounts other obligations of the Parent Guarantor MLP or any of its Subsidiaries a Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessa Loan Party; (i) Liens on cash collateral to secure letters Capital Stock of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l)Unrestricted Subsidiary; (j) to Liens securing obligations under Hedging Agreements of the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer MLP or any other Person that is not a Group Member, that is Restricted Subsidiary permitted under Section 7.2(o) and deposits and margin payments made in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangementconnection therewith, provided that the aggregate amount of such Customer Lien deposits and margin payments at any time shall not exceed $10,000,000; (k) [reserved]; (l) Liens incurred in connection with Sale and Leaseback Transactions permitted under Section 7.2(e); (m) Liens on property of a Person at the time such Person becomes a Restricted Subsidiary of the MLP, provided such Liens were not created in contemplation thereof and do not extend to any other property of the MLP or any Group MemberRestricted Subsidiary (except additions, accessions, replacements and improvements to or of the property or assets subject to such Lien), except to the extent such extended Lien is Permitted to be incurred under any other clause of this Section 7.3; (n) Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured thereby (for the MLP and all Restricted Subsidiaries) do not exceed the greater of (A) $50,000,000 and (B) 5.0% of 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 junior to the Transaction Liens; provided that in the event that such Liens are secured by Collateral, such Liens are subject to an intercreditor agreement reasonably satisfactory to the Administrative Agent; and (ko) other Liens securing Indebtedness pursuant to or other obligations contemplated by the Transaction Documentation in an effect on the Closing Date, and as 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 principal amount not to exceed $1,000,000taking into account all such substantially contemporaneous amendments and modifications of the Transaction Documentation.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon 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 its propertythe Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, except: (a) Liens securing in favor of the Obligations that are incurred under Collateral Agent for the Loan Documentsbenefit of the Secured Parties granted pursuant to any Credit Document; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on in Schedule 7.3(d), 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 6.2 and any modifications, refundingsreplacements, refinancingsrenewals, extensionsrestructurings, renewals and replacements of such obligations permitted by Section 7.2; refinancings or extensions thereof; provided, (ei) 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 (does not extend to any additional property other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 6.1 and (B) proceeds and products thereofthereof and (ii) or the modificationreplacement, refunding, refinancing, replacementrenewal, extension or renewal refinancing of the Indebtedness or other obligations secured thereby as or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.26.1; (d) 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 arising out securing Indebtedness permitted pursuant to Section 6.1(h); provided that (i) such Liens are created within 270 days of conditional salethe acquisition, title retentionconstruction, consignment repair, lease or similar arrangements improvement (as applicable) of the property subject to such Liens (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 (or construction) plus the amount of any fees or other expenses incurred in connection therewith, and (iii) such Liens do not at any time extend to or cover any assets (except for sale replacements, additions and accessions to such assets) other than the assets subject to such Capital Leases and the proceeds and products thereof and customary security deposits; provided, individual financings of goods entered into equipment provided by the Parent Guarantor or any one lender may be cross collateralized to other financings of its Subsidiaries in the ordinary course of business permitted equipment provided by this Agreementsuch lender; (g) Liens encumbering reasonable customary initial deposits 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 (other than by designation as a Restricted Subsidiary pursuant to Section 5.15), but excluding Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary to the extent such Equity Interests are owned by any Credit Party; provided, (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds, products and margin deposits accessions thereof and similar Liens attaching other than after-acquired property subjected to commodity trading accounts or a Lien securing Indebtedness and other brokerage accounts obligations incurred in prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the ordinary course of business and not for speculative purposesIndebtedness (if any) secured thereby is permitted under Section 6.1; (h) 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 after-acquired property that is affixed or 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 contractual rights of set-off (i) relating contractually junior to the establishment of depository relations with banks not given 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 connection good faith by Holdings in consultation with the issuance of Indebtedness, (iiAdministrative Agent) 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 Lenders as those contained in the ordinary course of business of documentation governing the Parent Guarantor Indebtedness being modified, refinanced, refunded, renewed, replaced or any of its Subsidiaries extended or (iiib) relating otherwise reasonably acceptable to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessAdministrative Agent; (i) Liens on cash collateral to secure letters securing Indebtedness of credit used for any Borrower or the account of the Loan Parties or any of their respective Restricted Subsidiaries in the ordinary course of business consistent with past practices an aggregate amount for all such Persons not to the extent such letters of credit are permitted by Section 7.2(l)exceed at any time $6,000,000; (j) Liens on property of Restricted Subsidiaries 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 extent constituting Liens, Liens assets of a Customer arising with respect to any real or personal property owned by such Customer or any other Person Restricted Subsidiary that is not a Group MemberCredit Party; (k) Liens securing Indebtedness (and related obligations) permitted under clause (ii) of the definition of Permitted Obligations; (l) Liens on Collateral securing Indebtedness (and related obligations) permitted under Sections 6.1(n) or 6.1(s), that is in subject to the possession Intercreditor Agreement or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee another intercreditor or held by a Group Member pursuant subordination agreement reasonably satisfactory to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Memberthe Administrative Agent; and (km) other Liens on the Collateral securing Indebtedness (x) Permitted First Priority Refinancing Debt, subject to the Intercreditor Agreement or other obligations (y) 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 an aggregate principal 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 (or any portion thereof) and will only be required to include the amount not and type of Lien in one or more of the above clauses; provided that all Liens created under the Credit Documents will be deemed to exceed $1,000,000have been created in reliance only on Section 6.2(a) and, if applicable, Section 6.2(d).

Liens. CreateIt will not, nor will permit any Guarantor to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Property now owned or hereafter acquiredacquired by it, except Liens under the Guarantee and Security Agreement and other Liens in favor of the Administrative Agent as contemplated hereby and except: (ai) Liens securing the Obligations that are incurred under the Loan DocumentsPermitted Encumbrances; (bii) Permitted LiensLiens (other than on the Collateral) securing Third-Party Hedge Obligations; (ciii) Liens (A) on Excluded Investments, (B) on Margin Stock (not constituting part of the Collateral) and (C) (other than on the Collateral) securing Indebtedness Excluded Investment Financings; or (iv) any Lien on any Property of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Guarantor existing on the Closing Date date hereof and listed on set forth in Schedule 7.3(d)II, provided provided, that (ix) no such Lien is spread shall not apply to cover any additional property other Property of the Borrower or such Guarantor (or existing on Property of a Person that becomes a Guarantor after the Closing Date date hereof and not created in contemplation thereof) and (iiy) such Lien shall secure only those obligations that which it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2; (e) thereof that do not increase the modification, replacement, extension or renewal of any Lien permitted by outstanding principal amount thereof; provided that notwithstanding anything in 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 through (iv) above no Obligor shall create, incur, assume or suffer to pooled deposit or sweep accounts of the Parent Guarantor or exist any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred Lien on any Portfolio Investment included in the ordinary course Borrowing Base solely by reason of business of the Parent Guarantor or any of its Subsidiaries or clause (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course definition of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000“Eligible Portfolio Investment”.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume, assume or suffer to exist or agree to create, incur or assume any Lien in, upon or with respect to any of its propertyproperties or assets (including, without limitation, any securities or debt instruments of any of its Subsidiaries), whether now owned or hereafter acquired, 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”): (a) Liens created under the Security 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 are incurred under the Loan Documentssuch Indebtedness is permitted by Section 8.2(b)(vi)) and Liens on Cash, Cash Equivalents and Foreign Cash Equivalents securing LC Obligations; (b) Customary Permitted Liens; (c) Liens on any property securing Indebtedness incurred or assumed for the purpose of financing all or any part of the Borrower 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 of any Indebtedness secured by any Lien permitted by this clause (c); provided, that (A) any such Lien does not extend to any other Subsidiary property (other than accessions and additions to the property covered thereby), (B) such Lien either existed on the Closing Date or is created in connection with the acquisition, construction, repair or improvement of such 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 7.2(f) to finance the acquisition of fixed or capital assets; 8.2(b)(iv), provided that (i) any such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Permitted Refinancing Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedincreased and is not secured by any additional assets; (d) additional Liens existing on incurred by the Closing Date Borrower and listed on Schedule 7.3(d)its Subsidiaries which do not secure Indebtedness for money borrowed so long as the value of the property subject to such Liens, provided that (i) no such Lien is spread to cover and the obligations secured thereby, do not exceed $50,000,000 in the aggregate at 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 7.2one time outstanding; (e) the modificationLiens consisting of an agreement to sell, replacement, extension transfer or renewal dispose of any Lien asset (to the extent such sale, transfer or disposition is 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2hereby); (f) Liens arising out in favor of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of its Subsidiaries securing intercompany Indebtedness among the Borrower and its Subsidiaries permitted to be incurred in the ordinary course of business permitted by this Agreementaccordance with Section 8.2(b)(iii); (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred 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 Section 7.1 in the ordinary course of business and not for speculative purposesaggregate at any one time outstanding; (h) Liens that are contractual rights (1) existing on the 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 set-off the Indebtedness (iincluding, for purposes of this Section 8.1(h), any additional Indebtedness incurred pursuant to revolving commitments in an amount not in excess of the available commitment as set forth on Schedule 8.2(b)(ii) relating secured thereby) is not increased and such Liens do not extend to or cover any other property or assets, (2) on property of Airstar Corporation incurred pursuant to the establishment Airstar Aircraft Financing Documents and (3) on the assets of depository relations with banks Nitrail Vegyipari Termeló Fejlesztó Résvénytár-ság (Nitrail Chemical Engineering and Production Co., Plc) which secure not given in connection with the issuance more than $2,000,000 of Indebtedness, (ii) 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral Receivables Facility Assets transferred, directly or indirectly, (a) to secure letters of credit used for the account of the Loan Parties a Receivables Subsidiary or any of their respective Subsidiaries in the ordinary course of business consistent with past practices (b) by a Receivables Subsidiary to the extent purchasers of such letters receivables (and the filing of credit are permitted by Section 7.2(l)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 extent constituting Lienssecond proviso of Section 8.2(a) or pursuant to Section 8.2(b)(xi), Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Memberprovided, that is in the possession or control of a Group Member, held in 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 does not extend to any property other than the property of any Group Member; andthe newly acquired Subsidiary (and proceeds and accessions and additions to such property) that is subject to a Lien securing such Indebtedness as of the closing of the Acquisition of such Subsidiary; (k) other Liens on unearned insurance premiums securing Indebtedness or other obligations incurred by Borrower and/or its Subsidiaries to finance such insurance premiums in an aggregate 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 arising in the ordinary course pursuant to standard documentation evidencing any Foreign Factoring Transaction; (m) Liens on Cash, Cash Equivalents and Foreign Cash Equivalents securing obligations in respect of letters of credit permitted under Section 8.2(b)(xvii); (n) Liens on assets of the Companies permitted to be incurred or remain outstanding following the consummation of the Rockwood Acquisition pursuant to the terms of the Acquisition Agreement; (o) after the Eleventh Amendment Effective Date, Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Refinancing Debt or Permitted Junior Secured Refinancing Debt (and any Permitted Refinancing Indebtedness in respect thereof) of any of the 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 Liens securing any Permitted Refinancing in respect of Permitted Junior Secured Refinancing Debt are subject to one or more intercreditor agreements reasonably satisfactory to the Administrative Agent; (p) additional Liens securing an aggregate amount of Indebtedness or other obligations not exceeding $1,000,00050,000,000 in the aggregate at any one time outstanding; and (q) 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 (as defined in the Eleventh Amendment Escrow Agreement), Liens (if any) in favor of the Eleventh Amendment Escrow Agent and the Administrative Agent for the benefit of 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, 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 the item or items of equipment or other assets subject to such Liens).

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person) of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance and the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Subsidiaries existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after 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 in an aggregate principal amount in excess of $2,000,000, set forth on Schedule 6.02(a) and (ii) any modifications, replacements, renewals or extensions thereof; provided, that such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01(a)) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) 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 financed permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; (c) any Lien on any property or asset of the Borrower or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted under by Section 7.2 6.01(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 modificationLiens securing the Term B Loans, refundingsuch 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, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement; (fd) Liens arising out 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 conditional salewhich, title retentionif applicable, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of Subsidiary shall have set aside on its Subsidiaries books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business permitted by this Agreementin 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) Liens encumbering reasonable customary initial deposits and margin deposits 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 Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) Liens securing Indebtedness permitted by Section 6.01(i); provided, that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby), and accessions and additions thereto, proceeds and products thereof and customary security deposits; provided, further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (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); (j) Liens 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; (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 deposit deposits, sweep accounts, reserve accounts or sweep similar accounts of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries 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 customers, suppliers or service providers of the Parent Guarantor Borrower or any of its Subsidiaries 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 on cash collateral attaching to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries brokerage accounts incurred in the ordinary course of business consistent with past practices to 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 extent property (or the documents of title in respect of such property) financed by such letters of credit are 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 in the ordinary course of business not interfering in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole; (r) 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; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted by hereunder; (i) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a Subsidiary that is not a Loan Party permitted under Section 7.2(l6.01 and (ii) Liens with respect to property or assets of any person securing Indebtedness permitted under Section 6.01(bb) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (t)(ii) 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 Term B Loans, then any Liens on such Collateral being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness shall also be secured on a basis junior to the Liens securing the Term B Loans); (ju) to the extent constituting Liens, Liens of a Customer arising with respect to on any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, amounts held by a Group Member as a bailee trustee under any indenture or held by a Group Member other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any similar indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of their Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (x) Liens 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 the relevant joint venture agreement or arrangement; (z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; (aa) Liens in respect of Permitted Receivables Financings that extend only to the Receivables Assets subject thereto; (bb) Liens securing insurance premiums financing arrangements; provided, provided that such Customer Lien shall not extend Liens are limited to any property of any Group Member; andthe applicable unearned insurance premiums; (kcc) other 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 obligation (i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary Loan Party and (ii) of 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; (ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of the Borrower or such Subsidiaries in an aggregate principal respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01; (gg) Liens on Collateral that are junior to the Liens securing the Term B Loans, so long as such junior Liens are subject to a Permitted Junior Intercreditor Agreement; (hh) Liens on Collateral that are pari passu with the Liens securing the Term B Loans, so long as (i) immediately after giving effect to the incurrence of the Indebtedness secured by such pari passu Liens and the use of proceeds thereof (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 Basis is not greater than 3.75 to exceed $1,000,000.1.00 and (ii) such pari passu Liens are subject to a Permitted Pari Passu Intercreditor Agreement; provided, that, if any pari passu Liens pursuant to this clause (hh) 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 be subject to the last paragraph of this Section 6.02; (ii) Liens on 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 Pari Passu Intercreditor Agreement; provided, that, if any pari passu Liens pursuant to this clause (ii) secure Indebtedness that is in the form of 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 last paragraph of this Section 6.02 (jj) [Reserved];

Liens. CreateThe Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of its propertythe Issuer or any Restricted Subsidiary, whether now owned or hereafter acquiredany income or profits therefrom, exceptor assign or convey any right to receive income therefrom, unless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and 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 the Guarantees are equally and ratably secured. The foregoing shall not apply to (A) Liens securing the Obligations that are incurred under Notes and the Loan Documents; related Guarantees, (b) Permitted Liens; (cB) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the Borrower or any other Subsidiary terms of this Indenture to be incurred pursuant to clause (1) of Section 7.2(f4.10(b) hereof, and (C) Liens securing Pari Passu Indebtedness permitted to finance the acquisition of fixed or capital assetsbe Incurred pursuant to Section 4.10 hereof; provided provided, that (i) at the time of any Incurrence of such liens shall be created substantially simultaneously Pari Passu Indebtedness and after giving pro forma effect thereto (in a manner consistent with the acquisition calculation of such fixed the Consolidated Net Leverage Ratio) under this clause (C), the Consolidated Net Secured Leverage Ratio shall not be greater than 3.75 to 1.00, or capital assets, (ii) such Liens do not at any time encumber any property other than Pari Passu Indebtedness is incurred to refinance Indebtedness previously incurred pursuant to this clause (C). Any Lien created for the property financed by such Indebtedness benefit of the Holders of the Notes pursuant to this Section 4.13 shall be deemed automatically and (ii) unconditionally released and discharged upon the amount release and discharge of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such applicable 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 described in clauses (c1) and (d) above and clauses (f) and (g2) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0004.13.

Liens. CreateSuch Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned by it, or hereafter acquiredassign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ai) Liens securing the Obligations that are incurred under the Loan DocumentsObligations; (bii) Permitted Liens, on property of the Obligors, securing Indebtedness permitted in reliance on Section 9(a)(ii); (ciii) Liens Liens, on property of the Obligors, securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to permitted in reliance on Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased9(a)(iii); (div) Liens any Lien on any property or asset of any Obligor or any of its Subsidiaries existing on August 28, 2015 and set forth in Schedule 9.02 of the Closing Date and listed on Schedule 7.3(d), Non-Convertible Credit Facility Agreement; provided that (i) no such Lien is spread shall extend to cover any additional other property after the Closing Date or asset of any Obligor or any of its Subsidiaries and (ii) any such Lien shall secure only those obligations that which it secures secured on the date hereof August 28, 2015 and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2thereof that do not increase the outstanding principal amount thereof; (ev) 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Liens securing Indebtedness permitted under Section 7.2 and proceeds and products thereof) or 9(a)(ix); provided that such Liens are restricted solely to the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by collateral described in Section 7.29(a)(ix); (fvi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into imposed by the Parent Guarantor or any of its Subsidiaries law which were incurred in the ordinary course of business permitted by this Agreement; business, including (gbut not limited to) Liens encumbering reasonable customary initial deposits carriers’, warehousemen’s and margin deposits mechanics’ liens and other similar Liens attaching to commodity trading accounts or other brokerage accounts incurred 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 speculative purposeswhich adequate reserves have been made if required in accordance with GAAP; (hvii) 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 pledges or sweep accounts of the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other similar social security legislation; (viii) pledges or deposits to secure the performance of tenders, statutory obligations, surety and appeal bonds (other than bonds related to judgments or 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 no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Parent Guarantor 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 thereto or interfere in any material respect with the ordinary conduct of the business of any of the Obligors or any of its Subsidiaries their Subsidiaries; (xi) with respect to any real Property, (A) such defects or encroachments as might be revealed by an up-to-date survey of such real Property, (iiiB) relating 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 purchase orders applicable Laws, and other agreements entered into with customers (C) rights of expropriation, access or user or any similar right conferred or reserved by or in applicable Laws which do not in any case materially detract from the value of the Parent Guarantor property subject thereto or interfere in any material respect with the ordinary conduct of the business of any of its Subsidiaries the Obligors of their Subsidiaries; (xii) bankers liens, rights of setoff and similar Liens incurred on deposits made in the ordinary course of business; (ixiii) any interest or title of a lessor or sublessor under any operating lease; (xiv) Liens solely on cash collateral 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 secure letters operating leases of credit used for the account of the Loan Parties or any of their respective Subsidiaries personal property entered into in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l)business; (jxvi) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the extent constituting Liens, Liens importation of a Customer arising with respect goods; (xvii) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control property; (xviii) Liens consisting of a Group Member, held in 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 any Group Memberlicenses expressly permitted under Section 9(i)(vii) and (viii); and (kxix) other Liens judgment and attachment liens not giving rise to an Event of Default or securing Indebtedness an appeal or other obligations surety bond related to any such judgment; provided that no Lien otherwise permitted under any of the foregoing (other than in an aggregate principal amount not Sections 9(b)(i) through (iii) and 9(b)(xviii)) shall apply to exceed $1,000,000any Material Intellectual Property.

Liens. CreateNo Loan Party will, nor will it permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the created pursuant to any Loan DocumentsDocument; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness any Lien on any property or asset of the any Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance existing on the acquisition of fixed or capital assetsFirst Amendment Effective Date and set forth in Schedule 6.02; provided that (i) such liens Lien shall be created substantially simultaneously with the acquisition not apply to any other property or asset of such fixed Borrower or capital assets, (ii) such Liens do not at Subsidiary or any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date Borrower or Subsidiary and (ii) such Lien shall secure only those obligations that which it secures on the date hereof hereof, and any modifications, refundings, refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such obligations permitted by Section 7.2construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary; (e) the modification, replacement, extension or renewal of any Lien assumed in connection with a Permitted Acquisition that secures Indebtedness permitted by clauses (c) and (d) above and clauses Section 6.01(i); (f) and Liens of a collecting bank arising in the ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (g) Liens arising out of this sale and leaseback transactions permitted by Section 7.3 upon or in the same assets theretofore subject to such Lien 6.05; (other than after acquired property h) Liens granted by a Subsidiary that is affixed not a Loan Party in favor of any Borrower or incorporated into the property covered another Loan Party or any other Subsidiary in respect of Indebtedness owed by such Lien or financed by Subsidiary; (i) Liens securing Indebtedness of Subsidiaries that are not Loan Parties permitted under Section 7.2 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, customary rights and proceeds 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 wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and products thereofcall arrangements, related to Equity Interests in such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement; and (m) Liens on assets of the Company and its Subsidiaries not constituting Collateral securing Indebtedness or other obligations; provided that the modification, refunding, refinancing, replacement, extension or renewal aggregate principal amount of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or Liens does not exceed $2,500,000 at any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Membertime outstanding; and (kn) other Liens securing Indebtedness incurred under Section 6.01(f) that is permitted to be secured in accordance with Section 6.01(f) (for the avoidance of doubt, subject to an Intercreditor Agreement subordinating the priority of such Liens to the Liens granted to secure the Secured Obligations), so long as at the time of incurrence of such Indebtedness (or, at the Company’s option, as of the date any exchange transaction is offered to holders of the Senior Notes so long as the incurrence of such Indebtedness is consummated no more than 35 days of such offer (or other obligations in an aggregate principal amount not such longer period as agreed to exceed by the FILO Agent) after such offer date), Liquidity is at least $1,000,000300,000,000.

Liens. CreateNone of the Obligors will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens in favor of the Administrative Agent for the benefit of the Lenders securing the Obligations that are incurred under the Loan Documentspayment of any Indebtedness; (bi) Permitted LiensLiens of the type described in clause (i) or (ii) of the definition of Excepted Liens on debt or equity interests in Atlas Pipeline Partners or APL General Partner, but only to the extent such Liens are inchoate and (ii) Excepted Liens on Property of any Obligor other than debt or equity interests in Atlas Pipeline Partners or APL General Partner; (c) Liens securing Indebtedness of leases allowed under Section 9.08, but only on the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedProperty under lease; (d) Liens existing on cash or securities (other 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 Closing Date 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 listed on Schedule 7.3(d)the amount of Debt secured thereby is not increased; 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 provided, that (i) no such Lien is spread shall be extended to cover any additional property after other than the Closing Date property being acquired, 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 Debt thereby secured is 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.9.01

Liens. Create(a) The Issuer shall not, and shall not permit any Guarantor that is a Restricted Subsidiary to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of its 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, whether now owned assets or hereafter acquiredproceeds that is senior in priority to such Liens; or (2) in all other cases, except: 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 Obligations that 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 Loan Documents;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 the Collateral (other than a Permitted Lien described under clause (3) of the definition of “Permitted Liens;”), or any income or profits therefrom, or assign or convey any right to receive income therefrom except: (c1) Liens on the Collateral securing Indebtedness up to $4.0 billion in aggregate principal amount of Parity Lien Debt (including the Notes and any EFIH Notes and any guarantees of any of the Borrower or any foregoing and/or other Subsidiary Indebtedness incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets4.09 hereof); provided that (i) such liens amount shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed reduced by such Indebtedness and (ii) an amount equal to the amount of Indebtedness secured thereby is not increased; (d) Liens existing on Parity Lien Debt repaid using the Closing Date and listed on Schedule 7.3(d), 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 Net Proceeds from Asset Sales 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness Collateral or other obligations secured thereby as permitted by Oncor-related Assets in accordance with Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member4.10 hereof; and (k2) other Junior Liens on the Collateral securing Indebtedness or other obligations in an aggregate principal amount not Junior Lien Debt permitted to exceed $1,000,000be incurred pursuant to Section 4.09 hereof.

Liens. CreateThe Borrower and Guarantor will not, and will not permit any of their Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets (real or personal, tangible or intangible), whether now owned or hereafter acquiredacquired or 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: (a) Liens securing payment of the Obligations that are incurred under the granted pursuant to any Loan DocumentsDocument or Liens securing Credit Hedging Agreements; (b) Liens securing Permitted LiensConstruction Indebtedness; (c) Liens securing Mortgage Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedMezzanine Indebtedness; (d) Liens existing on securing Indebtedness of the Closing Date type permitted and listed on Schedule 7.3(d), provided that described in clause (ic) no such Lien is spread to cover any additional property after the Closing Date and or (iid) 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 7.27.2.2; (e) the modification, replacement, extension Liens on cash or renewal Cash Equivalents or deposit accounts holding cash or Cash Equivalents securing Hedging Agreements or letter 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness credit reimbursement obligations permitted under Section 7.2 and proceeds and products thereof7.2.2(e) or the modification, refunding, refinancing, replacement, extension Liens securing FF&E purchase money indebtedness or renewal of the Indebtedness or other capital lease obligations secured thereby as permitted by under Section 7.27.2.2(e); (f) inchoate Liens arising out 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 required pursuant to Section 7.1.4; (g) Liens of conditional salecarriers, title retentionwarehousemen, consignment mechanics, materialmen and landlords and other similar Liens imposed by law incurred in the ordinary course of business, in each case so long as such Liens could not reasonably be expected, either individually or similar arrangements for sale of goods entered into in the aggregate, to have a Material Adverse Effect; (h) Liens (other than any Lien imposed by the Parent Guarantor ERISA) incurred or any of its Subsidiaries deposits made in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts in connection with workmen’s compensation, unemployment insurance or other brokerage accounts incurred forms of governmental insurance or benefits, or to secure performance of tenders, statutory and regulatory obligations, bids, leases and contracts or other similar obligations (other than for borrowed money) entered into in the ordinary course of business and not for speculative purposesor to secure obligations on surety bonds or performance or return-of-money bonds; (hi) Liens that are contractual rights consisting of setjudgment or judicial attachment liens in circumstances not constituting an Event of Default under Section 8.1.6; (j) easements, rights-off (i) relating to the establishment of depository relations with banks of-way, municipal and zoning ordinances or similar restrictions, minor defects or irregularities in title and other similar charges or encumbrances not given securing Indebtedness and not interfering in connection any material respect with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts ordinary conduct of the Parent Guarantor business of the Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred Subsidiaries; (k) Leases for space entered into in the ordinary course of business affecting any Property (to tenants as tenants only, without purchase rights or options); and (l) Liens arising solely by virtue of the Parent Guarantor any statutory or any of its Subsidiaries or (iii) common law provision relating to purchase orders banks’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other agreements entered into funds maintained with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangementcreditor depository institution, provided that such Customer Lien shall deposit account is not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000a cash collateral account.

Liens. CreateDirectly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon of any of its propertykind on, whether or assign any right to receive income or profits on, any property or asset now owned or hereafter acquired, except: (a) Liens held by the Collateral Agent pursuant to the Loan Documents on assets of the Borrower or any Subsidiary Guarantor securing the Secured Obligations that are incurred under of the Loan DocumentsBorrower or such Subsidiary Guarantor (including Liens securing Specified Commodity Hedging Transactions, Specified Credit Support Facilities and Additional Intercreditor Indebtedness and Related Agreements); (b) Permitted LiensLiens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, bid bonds, completion guarantees or other obligations of a like nature incurred in the ordinary course of business; (c) Liens securing to secure Indebtedness of the Borrower or any other Subsidiary incurred pursuant to (including Capital Lease Obligations) permitted by Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets6.01(f), (iio) such Liens do not at any time encumber any property other than and (p) hereof covering only the property assets acquired with or financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedIndebtedness; (d) Liens existing on the Closing Funds Availability Date and listed set forth on Schedule 7.3(d6.02(d) (Funding), 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) 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 modificationextent required by GAAP; (f) Liens of landlords arising by statute and liens of suppliers, replacementmechanics, extension repairmen, carriers, materialmen, bailees, warehousemen or renewal 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 Lien permitted by clauses 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 (ci) and (dii) above and clauses that do not interfere in any material respect with the Permitted Business conducted at such Mortgaged Property or such other real property; (fh) and (g) of this Section 7.3 upon or in the same assets theretofore subject Liens to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by secure any Permitted Refinancing Indebtedness permitted under Section 7.2 and proceeds and products thereof) 6.01; provided that such Lien shall be limited to all or the modification, refunding, refinancing, replacement, extension or renewal 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 or other obligations secured thereby as permitted by Section 7.26.01(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; (fn) 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 the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary in the ordinary course of business permitted by this Agreementthe Permitted Business; (gu) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching deemed to commodity trading accounts or other brokerage accounts incurred exist in the ordinary course of business and not for speculative purposesconnection with Investments in repurchase agreements permitted under Section 6.05; (hv) Liens that are contractual rights in respect of set-off Cash Management Obligations; (iw) relating to Liens solely on any xxxx xxxxxxx money deposits made by the establishment of depository relations with banks not given Borrower or any Restricted Subsidiary in connection with the issuance any letter of Indebtedness, (ii) relating to pooled deposit intent 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessagreement for Permitted Acquisitions made under Section 6.05(h); (ix) restrictions contained in joint venture agreements triggering a default upon the Borrower or a Restricted Subsidiary’s pledge of its Equity Interests or other 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 and the Restricted Subsidiaries and 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; (z) Liens on cash collateral and Cash Equivalents deposited by the Borrower or any Restricted Subsidiary in margin 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 letters of credit used for the account of the Loan Parties Environmental CapEx Debt or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are Necessary CapEx Debt permitted by Section 7.2(l); (j6.01(x) to that encumber only the extent constituting Liensassets purchased, Liens installed or otherwise acquired with the proceeds of a Customer arising with respect to any real such Environmental CapEx Debt or personal property owned by such Customer or any other Person that is not a Group MemberNecessary CapEx Debt; provided, that is in the possession Liens securing such Indebtedness must be pari passu with, or control of a Group Memberjunior to, held in 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 the Liens on such Customer Lien shall not extend to any property of any Group Memberassets securing the Secured Obligations; and (kcc) other Liens securing on Indebtedness permitted by Sections 6.01(k) or other obligations in an aggregate principal amount not 6.01(z), to exceed $1,000,000the extent that Liens are permitted on the underlying Indebtedness with respect thereto.

Liens. CreateNeither the Borrower nor any Guarantor will create, incur, assume, or suffer to exist any Lien upon in, of or on the Property of the Borrower or any of its property, whether now owned or hereafter acquiredGuarantor, except: (i) Permitted Liens. (ii) 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 on any Property hereafter acquired or the assumption of any Lien on Property existing at the time of such acquisition (and not created in contemplation of such acquisition), or a Lien incurred in connection with any conditional sale or other title retention or a Capitalized Lease; provided that: (a) Liens securing Any Property subject to any of the Obligations that are incurred under foregoing is acquired by the Loan DocumentsBorrower or any Guarantor in the ordinary course of its respective business and the Lien on any such Property attaches to such asset concurrently or within ninety (90) days after the acquisition thereof; (b) Permitted Liens;Each Lien shall attach only to the Property so acquired. (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (div) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 modificationsnot otherwise permitted under this Section 6.15) and described in Schedule 6.15 hereto and Liens securing Refinancing Indebtedness with respect thereto, refundingsbut only to the extent such Liens encumber the same collateral in whole or in part as the previous Liens securing the Indebtedness being refunded, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2;refinanced or extended. (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fv) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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. (hvi) Judgments and similar Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given arising in connection with court proceedings; provided the issuance of Indebtednessexecution or enforcement thereof is stayed and the claim is being contested in good faith, (ii) relating to pooled deposit with adequate reserves therefor being maintained by the Borrower or sweep accounts of the Parent such Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into accordance with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000GAAP.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Effective Date and listed on set forth in Schedule 7.3(d3.11(b), ; provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents (including Liens with respect to the Revolving Credit Facility, Liens securing Hedging Agreement Obligations and Liens securing Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) (including Liens in favor of such obligations permitted the “Designated Indebtedness Holders” pursuant to the Guarantee and Security Agreement)); (c) Liens on assets owned by Section 7.2Financing Subsidiaries; (d) Permitted Liens; (e) additional Liens securing Indebtedness not to exceed $3,000,000 in the modification, replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above and clauses (f) and (gaggregate provided such Indebtedness is not otherwise prohibited under Section 6.01(e) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2;Agreement; and (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or on Equity Interests in any of its Subsidiaries SBIC Subsidiary created in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 favor 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000SBA.

Liens. CreateHoldings and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether assets or property now owned or hereafter acquired, except: (a) Liens securing the (i) Obligations; provided that no Liens may secure Hedging Obligations that are incurred or Bank Product Obligations under this clause (a) without securing all other Obligations on a basis at least pari passu with such Hedging Obligations or Bank Product Obligations and subject to the priority of payments set forth in Section 2.17 and Section 8.2 and (ii) (A) the Obligations (as defined in the Note Purchase Agreement) under the Loan DocumentsNote Purchase Agreement and the other Note Documents and (B) any Permitted Refinancing thereof; provided that all Liens securing Indebtedness under the Note Purchase Agreement or any Permitted Refinancing thereof shall be subject to the terms, conditions and provisions of the Intercreditor Agreement; (b) Permitted LiensEncumbrances and licenses permitted under this Agreement; (c) Liens securing Indebtedness on any property or asset of the Borrower or any of its Subsidiaries existing on the Closing Date and set forth on Schedule 7.2; provided that such Liens shall not apply to any other Subsidiary incurred pursuant to Section 7.2(fproperty or asset of Holdings or any Subsidiary; (d) to finance the acquisition of purchase money Liens upon or in any fixed or capital assetsassets 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) such liens shall be created substantially simultaneously with Lien secures Indebtedness permitted by Section 7.1(c), (ii) such Lien attaches to such asset concurrently or within 90 days after the acquisition or the completion of the construction or improvements thereof, (iii) such Lien does not extend to any other asset other than accessions to such asset and reasonable extensions of such asset (and provided that such obligations owed to a single lender may be cross-collateralized), and (iv) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (de) Liens any Lien (x) existing on any asset of any Person at the Closing Date and listed time such Person becomes a Subsidiary of the Borrower, (y) existing on Schedule 7.3(d)any asset of any Person at the time such Person is merged with or into the Borrower or any of its Subsidiaries, or (z) existing on any asset prior to the acquisition thereof by the Borrower or any of its Subsidiaries; provided that (i) no any such Lien is spread to cover was not created in the contemplation of any additional property after of the Closing Date foregoing and (ii) any such Lien shall secure secures only those obligations that which it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements that such Person becomes a Subsidiary or the date 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) merger or the modification, refunding, refinancing, replacement, extension or renewal date of the Indebtedness or other obligations secured thereby as permitted by Section 7.2such acquisition; (f) Liens arising out on assets of conditional sale, title retention, consignment or similar arrangements for sale of goods any Insurance Subsidiary securing obligations under transactions entered into in connection with Investments permitted by the Parent Guarantor or terms hereof in an aggregate amount not to exceed, at any of its Subsidiaries in the ordinary course of business permitted by this Agreementtime, $5,000,000; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts consisting of deposit of cash or other brokerage accounts incurred in assets of an Insurance Subsidiary and the ordinary course Subsidiaries of business and not for speculative purposesan Insurance Subsidiary as required by Governmental Authorities; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business[Reserved]; (i) Liens on cash collateral securing other obligations in an aggregate amount not to secure letters of credit used for the account of the Loan Parties or exceed $2,000,000 at any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l);time outstanding; and (j) to the extent constituting Liensa Lien, Liens in favor of a Customer arising with respect to each of the Escrow Agent and any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member Assignee Lender pursuant to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; andthe Escrow Agreements; (k) other Liens securing Indebtedness extensions, renewals, or other obligations replacements of any Lien referred to in an aggregate subsections (b) through (k) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased and that any such extension, renewal or replacement is limited to exceed $1,000,000the assets originally encumbered thereby.

Liens. CreateNeither Holdings nor either Borrower will, nor will any of them permit any of their respective Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon any of its propertyproperty (including Capital Stock of any Person), revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing payment of the Obligations that are incurred under the Loan DocumentsObligations; (b) Permitted Liensuntil the Amendment Effective Date, Liens securing payment of Indebtedness of the type described in clause (b) of Section 7.2.2; (c) Liens existing as of the Amendment Effective Date 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 of the Borrower or any other Subsidiary incurred pursuant to type permitted under clause (e) of Section 7.2(f) to finance the acquisition of fixed or capital assets7.2.2; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by Lien is granted within 90 days after such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no incurred or any refinancing thereof permitted under such Lien is spread to cover any additional property after the Closing Date clause and (ii) such Lien shall secure secures only those obligations the assets that it secures on are the date hereof subject of the Indebtedness referred to in such clause and any modifications, refundings, refinancings, extensions, renewals and replacements of such obligations permitted by Section 7.2proceeds therefrom; (e) the modification, replacement, extension or renewal of any Lien Liens securing Indebtedness permitted by clauses clause (c) and (d) above and clauses (f) and (gl) of this Section 7.3 upon or in the same assets theretofore subject 7.2.2; provided that such Liens existed prior to such Lien (Person becoming a Subsidiary or such Permitted Acquisition occurring, were not created in anticipation thereof and do not attach to any other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal asset of the Indebtedness U.S. Borrower or other obligations secured thereby as permitted by Section 7.2any of its Subsidiaries theretofore or thereafter existing; (f) Liens arising out in favor of conditional salearchitects, title retentionengineers, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries workmen, contractors and sub-contractors, carriers, warehousemen, mechanics, materialmen and landlords granted in the ordinary course of business permitted for amounts which are not overdue or are being diligently contested in good faith by this Agreementappropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books; (g) Liens encumbering reasonable customary initial incurred or deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred made in the ordinary course of business and not for speculative purposes; (h) 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 worker's compensation, unemployment insurance or other forms of Indebtedness, governmental insurance or benefits (ii) relating to pooled deposit or sweep accounts other than Liens in favor of the Parent Guarantor PBGC), or any to secure performance of its Subsidiaries to permit satisfaction of overdraft tenders, statutory obligations, bids, leases or other similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iiiother than for borrowed money) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (ih) Liens on cash collateral to secure letters arising from judgments, decrees or attachments under circumstances which do not otherwise result in an Event of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Default under Section 7.2(l)8.1.6; (ji) encroachments, discrepancies, easements, servitudes, restrictive covenants, land use covenants, rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in any material respect with the marketability or use of the property to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by which such Customer or any other Person that Lien is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.attached;

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, whether now including the Borrower or any Subsidiary of the Borrower) at the time owned by it or hereafter acquiredon any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the Subsidiaries existing on the Closing Date and set forth on Schedule 6.02(a); provided, that (i) such Liens shall secure only those obligations that they secure on the Closing Date (and Permitted Refinancing Indebtedness in respect thereof permitted by Section 6.01(a)) and shall not subsequently apply to any other property or assets of the Borrower or any Subsidiary and (ii) in the case of a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (e) of the Obligations that are incurred definition of the term “Permitted Refinancing Indebtedness”; (b) any Lien created under the Loan Documents, the Overdraft Line or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage; provided, however, in no event shall the holders of the Indebtedness under the Overdraft Line have the right to receive proceeds in respect of a claim in excess of $15,000,000 in the aggregate, together with (i) any accrued and unpaid interest in respect of Indebtedness under the Overdraft Line and (ii) any accrued and unpaid fees and expenses owing by the Subsidiaries under the Overdraft Line, from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h) or (ii) acquired after the Closing Date in a transaction permitted by this Agreement; provided, that such liens shall be created substantially simultaneously with Lien (A) does not apply to any other property or assets of Holdings, the Borrower or any of the Subsidiaries not securing such Indebtedness or other obligations owing to the same financier as the financier of such Indebtedness or other obligations or to any person to which such financier has assigned such Indebtedness or other obligations, at the date of the acquisition of such fixed property or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 asset (other than after acquired property subjected to a Lien securing Indebtedness incurred prior to such date and which Indebtedness is permitted hereunder, such Indebtedness owing to the same financier as the financier of such Indebtedness at the date of the acquisition, 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), (B) such Lien is affixed not created in contemplation of or incorporated into in connection with such acquisition, (C) in the property covered case of a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (e) of the definition of the term “Permitted Refinancing Indebtedness” and (D) in the case of clause (ii) of this Section 6.02(c), (x) after giving effect to any such Lien and the incurrence of Indebtedness, if any, secured by such Lien is created, incurred, acquired or financed by assumed (or any prior Indebtedness permitted under Section 7.2 becomes so secured) on a Pro Forma Basis, the Senior Secured Leverage Ratio, calculated as of the last day of the most recently ended and proceeds Reported fiscal quarter, shall be less than or equal to 2.75 to 1.00, (y) at the time of the incurrence of such Lien and products thereofafter giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (z) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business such Lien are otherwise permitted by this Agreement; (d) 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) landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and 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, Holdings, the Borrower or any Subsidiary shall have set aside on its books reserves in accordance with GAAP; (f) (i) 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) 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 Holdings, the Borrower or any Subsidiary; (g) Liens encumbering reasonable customary initial deposits and margin deposits 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 public 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 Holdings, the Borrower or any Subsidiary in the ordinary course of business, including those incurred to secure health, safety, insurance and environmental obligations in the ordinary course of business; (h) zoning restrictions, survey exceptions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on or agreements dealing with the use of real property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) purchase money security interests in equipment or other property or improvements thereto hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary (including the interests of vendors and lessors under conditional sale and title retention agreements); provided, that (i) such security interests secure Indebtedness permitted by Section 6.01(i) (including any Permitted Refinancing Indebtedness in respect thereof), (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such equipment or other property or improvements at the time of such acquisition or construction, including transaction costs incurred by the Borrower or any Subsidiary in connection with such acquisition, and (iv) such security interests do not apply to any other property or assets of Holdings, the Borrower or any Subsidiary (other than to accessions to such equipment or other property or improvements but not to other parts of the property to which any such improvements are made); provided, further, that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender; provided, still further, that such security interest shall not be required to secure Indebtedness under Section 6.01(i), if (A) after giving effect to any such Lien and the incurrence of Indebtedness secured by such Lien is created, incurred, acquired or assumed (or any prior Indebtedness becomes so secured) on a Pro Forma Basis, the Senior Secured Leverage Ratio, calculated as of the last day of the most recently completed and Reported fiscal quarter, shall be less than or equal to 3.00 to 1.00 (ii) at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement; (j) Liens 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 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) other Liens with respect to property or assets of the Borrower or any Subsidiary not constituting, or required to constitute, Collateral for the Obligations; provided that (i) after giving effect to any such Lien and the incurrence of Indebtedness, if any, secured by such Lien is created, incurred, acquired or assumed (or any prior Indebtedness becomes so secured) on a Pro Forma Basis, the Senior Secured Leverage Ratio, calculated as of the last day of the most recently completed and Reported fiscal quarter, shall be less than or equal to 3.00 to 1.00 (ii) at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement; (m) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to Section 5.11 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; (n) any interest or title of a lessor under any leases or subleases entered into by the Borrower or any Subsidiary in the ordinary course of business; (o) 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 Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (ip) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights (including Liens arising or created pursuant to the applicable general banking terms and conditions (algemene bankvoorwaarden) of any member of the Dutch Banking Association); (q) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01(f), (k) or (n) and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof; (r) licenses of intellectual property and software that are not material to the conduct of any of the business lines of the Borrower and the Subsidiaries and the value of which does not constitute a material portion of the assets of the Borrower and its Subsidiaries, taken as a whole, and such license does not materially interfere with the ordinary course of conduct of the business of the Borrower or any of its Subsidiaries; (s) 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; (t) Liens on cash collateral the assets of a Foreign Subsidiary that is not a Loan Party that secure Indebtedness of such Foreign Subsidiary that is permitted to secure letters of credit used for be incurred under Section 6.01; (u) Liens solely on any xxxx xxxxxxx money deposits made by the account of the Loan Parties Borrower or any of their respective the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder with respect to any acquisition that would constitute an Investment permitted by this Agreement; (v) Liens arising out of consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (w) Liens in favor of the Borrower or any Loan Party; (x) Liens arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any transaction otherwise permitted under this Agreement; (y) Liens of franchisors in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l)not securing Indebtedness; (jz) Liens on not more than $12,000,000 of deposits securing Swap Agreements permitted to be incurred under Section 6.12; (aa) Liens securing insurance premium financing arrangements; provided, that such Liens are limited to the extent constituting Liensapplicable unearned insurance premiums; (bb) Liens incurred to secure cash management services in the ordinary course of business and in good faith; provided, that such Liens of a Customer arising are not incurred in connection with, and do not secure, any borrowings or Indebtedness; (cc) deposits or other Liens with respect to property or assets of the Borrower or any real or personal property owned Subsidiary; provided, that the obligations secured by such Customer Liens shall not exceed $18,000,000 at any time; (dd) leases and subleases not constituting Capital Lease Obligations of real property not material to the conduct of any business line of the Borrower and its Subsidiaries granted to others in the ordinary course of business that do not materially interfere with the ordinary conduct of the business of the Borrower or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Memberits Subsidiaries; and (kee) other Liens on cash collateral securing Indebtedness or other obligations in an aggregate principal amount incurred under Section 6.01(s) so long as such cash collateral does not to exceed $1,000,000105% of the Indebtedness permitted under Section 6.

Liens. CreateNeither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, except: (ai) (A) Liens securing the Obligations that are incurred created under the Loan DocumentsDocuments and (B) Liens on the Collateral securing Credit Agreement Refinancing Indebtedness or any Permitted Refinancing thereof; provided that (1) any such Liens that are Junior Liens shall be subject to the Junior Lien Intercreditor Agreement and (2) any such Liens that are pari passu with the Liens of the Secured Parties shall be subject to the Pari Passu Intercreditor Agreement; (bii) Permitted LiensEncumbrances; (ciii) Liens existing on the date hereof and set forth on Schedule 6.02 and any modifications, replacements, renewals or extensions thereof (or to the extent not listed on Schedule 6.02, where the fair market value of all properties to which such Liens apply under this clause (iii) is less than $100,000 in the aggregate); provided that (A) such modified, replacement, renewal or extension Lien does not extend to any additional property other than (1) after-acquired property that is affixed or incorporated into the property covered by such Lien and (2) 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 of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(f) to finance the acquisition of fixed or capital assets6.01(a)(v); provided that (iA) such liens shall be created substantially simultaneously Liens attach concurrently with or within 270 days after the acquisition acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such fixed or capital assetsLiens, (iiB) 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 (iiC) 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 in the ordinary course of business that do not (A) interfere in any material respect with the business of Holdings and its Restricted Subsidiaries, taken as a whole, or (B) secure any Indebtedness; (vi) Liens (A) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or (B) 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 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; (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 Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Subsidiary permitted under Section 6.01; (x) Liens granted by a Subsidiary that is not a Loan Party in favor of any 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, 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 the proceeds or products thereof and 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, 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 amount of Indebtedness secured thereby is not increasedpermitted under Section 6.01(a)(vii); (dxii) Liens existing on any interest, lien, or title of a lessor or sublessor under leases or subleases (other than leases constituting Capital Lease Obligations) entered into by any of the Closing Date Borrower or any Restricted Subsidiaries in the ordinary course of business and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after covering 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 7.2assets so leased; (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fxiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any of the Parent Guarantor Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreementbusiness; (gxiv) Liens deemed to exist in connection with Investments in repurchase agreements 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; (hxvi) Liens that are contractual rights of set-off setoff (iA) relating to the establishment of depository relations with banks not given in connection with the issuance incurrence of Indebtedness, (iiB) 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 the Parent Guarantor or any of Borrower and its Restricted Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Restricted Subsidiary in the ordinary course of business; (ixvii) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Restricted Subsidiaries are located; (xviii) Liens on cash collateral to secure letters of credit used for insurance policies and the account proceeds thereof securing the financing of the Loan Parties or any of their respective Subsidiaries premiums with respect thereto and deposits made in the ordinary course of business consistent to secure liability to insurance carriers; (xix) (A) zoning, building, entitlement and other land use regulations by Governmental Authorities with past practices which the normal operation of the business complies, and (B) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the extent use of any real property that does not materially interfere with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries; (xx) Liens on Equity Interests of a joint venture or an Unrestricted Subsidiary securing obligations of such joint venture or Unrestricted Subsidiary; (xxi) Liens on cash or Permitted Investments used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is permitted hereunder; (xxii) other Liens; provided that the aggregate principal amount of obligations secured by Liens existing in reliance on this clause (xxii) shall not exceed the greater of $10,000,000 and 20% of Consolidated EBITDA for the most recently ended LTM Period at any time outstanding; (xxiii) Liens on the property or assets of Foreign Subsidiaries securing Indebtedness permitted to be incurred by them under Section 6.01; (xxiv) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01 and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit are permitted by Section 7.2(l)and the proceeds and products thereof; (jxxv) to Liens solely on any xxxx xxxxxxx money deposits made by the extent constituting Liens, Liens Borrower or any of a Customer arising the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder with respect to any real or personal property owned acquisition that would constitute an Investment permitted by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Memberthis Agreement; and (kxxvi) other Liens securing Indebtedness arising out of conditional sale, title retention, consignment or other obligations similar arrangements for the sale of goods entered into in an aggregate principal amount not to exceed $1,000,000the ordinary course of business.

Liens. CreateThe Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset (including Equity Interests in any Financing Subsidiary or any other Subsidiary) now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Restatement Effective Date and listed on set forth in Schedule 7.3(d3.11(b), ; provided that (i) no such Lien is spread shall extend to cover any additional other property after or asset of the Closing Date Borrower or any of its Subsidiaries, and (ii) any such Lien shall secure only those obligations that which it secures on the date hereof Restatement Effective Date and any modifications, refundings, refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (b) Liens created pursuant to the Security Documents; (c) Liens on assets owned by Financing Subsidiaries; (d) Liens securing Hedging Agreement Obligations and Liens securing Term Loan Indebtedness and Secured Longer-Term Indebtedness incurred pursuant to Section 6.01(b) and (j), respectively (including Liens in favor of such obligations permitted by Section 7.2the “Designated Indebtedness Holders” pursuant to the Guarantee and Security Agreement); (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Permitted Liens; (f) additional Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries 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 business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred on Equity Interests in any SBIC Subsidiary created in favor of the ordinary course of business and not for speculative purposesSBA; (h) Liens that are contractual rights created by posting of set-off (i) relating to the establishment of depository relations with banks not given cash collateral in connection with total return swap arrangements in an aggregate amount not to exceed $3,000,000 at any time, provided that, for the issuance avoidance of Indebtednessdoubt, (ii) 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessat no time shall such cash collateral constitute an Eligible Portfolio Investment; (i) Liens on cash collateral to secure letters consisting of credit used for the account a participation interest in respect of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l);Portfolio Investment; and (j) Liens on Special Equity Interests included in the Portfolio Investments but only to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is securing obligations in the possession or control manner provided in the definition of a Group Member, held “Special Equity Interests” in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Section 1.01.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, whether now including any Subsidiary) at the time owned by it or hereafter acquiredon any income or revenues or rights in respect of any thereof, except: (a) Liens on property or assets of the U.S. Borrower and the Subsidiaries existing on the Closing Date (including the Liens securing the Obligations that are incurred under First Lien Notes, the Loan Documents; (b1-1/2 Lien Notes and the Second Lien Notes) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(fand set forth on Schedule 6.02(a) to finance the acquisition 2013 Credit Agreement or, to the extent not listed in such Schedule 6.02(a) to the 2013 Credit Agreement, where the aggregate principal amount of fixed Indebtedness secured thereby does not exceed $10 million in the aggregate, and any modifications, replacements, renewals or capital assetsextensions thereof; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 they secure on the date hereof Closing Date (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 (cPermitted Refinancing Indebtedness in respect thereof) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the U.S. Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 Lien, and (B) proceeds and products thereofthereof and (ii) in the case of a Lien securing Permitted Refinancing Indebtedness, any such Lien is permitted, subject to compliance with clause (e) of the definition of the term “Permitted Refinancing Indebtedness”; provided further that in the case of any such First Lien Notes, such Liens shall constitute Notes-Priority Liens; (b) any Lien created under the Loan Documents (including, without limitation, Liens created under the Security Documents securing obligations in respect of Swap Agreements to the extent such obligations constitute Obligations and the Overdraft Line secured pursuant to the Security Documents) or permitted in respect of any Mortgaged Property by the modificationterms of the applicable Mortgage; provided, refundinghowever, refinancing, replacement, extension or renewal in no event shall the holders of the Indebtedness under the Overdraft Line have the right to receive proceeds in respect of a claim in excess of $40.0 million in the aggregate (plus (i) any accrued and unpaid interest in respect of Indebtedness incurred by the U.S. Borrower and the Subsidiaries under the Overdraft Line and (ii) any accrued and unpaid fees and expenses owing by the U.S. Borrower and the Subsidiaries under the Overdraft Line) from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents; (c) any Lien on any property or other obligations secured thereby as asset of the U.S. Borrower or any Subsidiary securing Indebtedness permitted by Section 7.26.01(h) or Permitted Refinancing Indebtedness in respect thereof; provided that such Lien (i) does not apply to any other property or assets of the U.S. Borrower 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 refinancings thereunder) 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 (e) of the definition of the term “Permitted Refinancing Indebtedness”; (fd) 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, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted and securing obligations that are not overdue by this Agreementmore than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the U.S. 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 Holdings (prior to a Qualified IPO), the U.S. Borrower or any Subsidiary; (g) Liens encumbering reasonable customary initial deposits and margin deposits 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 public 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 U.S. Borrower 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) 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 agreements with respect to the use of real property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the U.S. Borrower or any Subsidiary; (hi) Liens securing Indebtedness permitted by Section 6.01(i); provided that such Liens attach only to property to which such Indebtedness relates (or accessions to such property and proceeds thereof); provided further that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender or an affiliate thereof; (j) Liens 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 thereto or proceeds thereof; (k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j); (l) (A) Liens on the property or assets of Hexion International Holdings Coöperatief U.A. and/or Hexion Holding B.V. not constituting Collateral securing Permitted Refinancing Indebtedness in respect of the 1-1/2 Lien Notes to the extent permitted by the second paragraph of the definition of Permitted Refinancing Indebtedness and (B) (i) prior to the Stage 2 Amendment Effective Date, other Liens with respect to property or assets of the U.S. Borrower or any Subsidiary not constituting Collateral for the Obligations with an aggregate fair market value (valued at the time of creation thereof) of not more than $50.0 million at any time and (ii) from and after the Stage 2 Amendment Effective Date, Liens on the property or assets of Hexion International Holdings Coöperatief U.A. and/or Hexion Holding B.V. not constituting Collateral securing Indebtedness in an aggregate principal amount outstanding at any time, together with the aggregate principal amount of Indebtedness outstanding secured by Liens incurred pursuant to clause (A) of this Section 6.02(l), not to exceed $150 million; (m) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to Section 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; (n) Liens in respect of Permitted Receivables Financings that extend only to the receivables subject thereto; (o) any interest or title of a lessor or sublessor under any leases or subleases entered into by the U.S. Borrower or any Subsidiary in the ordinary course of business; (p) 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 Parent Guarantor U.S. Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its U.S. Borrower and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor U.S. Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (iq) Liens on cash collateral arising by virtue of any statutory or common law provisions or similar provisions applicable in foreign jurisdictions relating to secure banker’s liens, rights of set-off or similar rights, including the pledges of an account bank pursuant to their respective general business terms (AGB-Pfandrechte) subject to the provisions of the respective German Security Documents; (r) Liens securing obligations in respect of trade-related letters of credit used for credit, trade-related bank guarantees or similar trade-related obligations permitted under Section 6.01(f), (k), (o) or (y) and covering the account goods (or the documents of title in respect of such goods) financed by such letters of credit, bank guarantees or similar obligations and the Loan Parties proceeds and products thereof; (s) licenses or any of their respective Subsidiaries sublicenses, leases or subleases (including with respect to intellectual property and software) granted in a manner consistent with past practice or granted to others in the ordinary course of business consistent not interfering in any material respect with past practices the business of the U.S. Borrower and the Subsidiaries, taken as a whole; (t) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the extent importation of goods; (u) Liens on the assets of a Subsidiary that is not a Loan Party that secure obligations of a Subsidiary that is not a Loan Party permitted to be incurred under Section 6.01; (v) other Liens so long as, (i) after giving effect to any such letters Lien and the incurrence of credit any Indebtedness incurred at the time such Lien is created, incurred or permitted to exist, on a Pro Forma Basis, the Senior Secured Bank Leverage Ratio on the last day of the U.S. Borrower’s then most recently completed fiscal quarter for which financial statements are available shall be less than or equal to 4.50 to 1.00, (ii) at the time of the incurrence of such Lien and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by Section 7.2(lthis Agreement; provided that, if such Liens are on the ABL Priority Collateral, such Liens shall constitute Notes-Priority Liens or Second-Priority Liens; (w) Notes-Priority Liens and Second-Priority Liens on Collateral (including Liens securing the First Lien Notes, the 1-1/2 Lien Notes and the Second Lien Notes, and, in each case, Permitted Refinancing Indebtedness in respect thereof); (jx) to Liens solely on any xxxx xxxxxxx money deposits made by the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer U.S. Borrower or any other Person that is not a Group Member, that is of the Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (y) Liens arising out of consignment or similar arrangements for the sale of goods entered into in the possession or control ordinary course of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangementbusiness; (z) Liens securing insurance premium financing arrangements, provided that such Customer Liens are limited to the applicable unearned insurance premiums; (aa) Liens in favor of the U.S. Borrower or any Subsidiary Loan Party; provided that if any such Lien shall not extend cover any Collateral, the holder of such Lien shall execute and deliver to any property of any Group Member; andthe Administrative Agent a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent; (kbb) Liens (other than first-priority Liens on the ABL Priority Collateral) on not more than $20.0 million of deposits securing Swap Agreements permitted to be incurred under Section 6.11; (cc) deposits or other Liens (other than first-priority Liens on the ABL Priority Collateral) with respect to property or assets of the U.S. Borrower or any Subsidiary securing Indebtedness or other obligations in an aggregate principal amount outstanding at any time not exceeding $25.0 million; (dd) Liens arising from precautionary Uniform Commercial Code financing statements or PPSA financing statements or consignments entered into in connection with any transaction otherwise permitted under this Agreement; (ee) the reservations, limitations, provisos and conditions, if any, expressed in any original grant from the Crown of any real property or any interest therein in Canada; provided they do not reduce the value of any ABL Priority Collateral or interfere in any material respect with the ordinary conduct of the business of the U.S. Borrower or any Subsidiary; and, with respect to real property which is located in Alberta, any exceptions and qualifications to title set forth in any applicable land titles or similar legislation in Alberta, so long as (i) no funds in relation to such exception and qualifications are at any time owing beyond the date on which they are due and (ii) such exceptions and qualifications do not have a material adverse impact on the value of the lands to which they relate or the business being conducted thereon; (ff) Liens on Equity Interests in joint ventures securing obligations of such joint venture; (gg) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (5) of the definition thereof; (hh) Liens on the Equity Interests of Momentive Specialty Chemicals Pty. Ltd. to the extent securing Indebtedness of Momentive Specialty Chemicals Pty Ltd. and its Subsidiaries permitted hereunder; (ii) Liens on goods or Inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the U.S. Borrower or any Subsidiary in the ordinary course of business; provided that such Lien secures only the obligations of the U.S. Borrower or such Subsidiary, as applicable, in respect of such letter of credit or bank guarantee to the extent permitted under Section 6.01 (other than Section 6.01(k)); (jj) Liens securing obligations under any Secured Hedge Agreements or Secured Cash Management Agreements; provided that, if such Lien shall be first-priority liens on the ABL Priority Collateral, then (i) any payments made with respect to such Secured Hedge Agreements or Secured Cash Management Agreement shall be junior in the payment waterfall to any payments with respect to any Loans under any Loan Document or (ii) such Lien shall not secure Obligations of any Designated Secured Hedge Agreements or Designated Secured Cash Managements which exceed in the aggregate $1,000,000.50.0 million at any one time;

Liens. CreateThe Borrowers will not, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documents;payment of any Indebtedness. (b) Permitted Excepted Liens;. (c) Liens securing Indebtedness Capital Leases and purchase money obligations permitted by Section 9.02(d) but only on the Property under lease or purchased. (d) Liens to secure obligations under any Swap Agreement permitted by Section 9.18. (e) Liens in existence on the date of this Agreement and shown on Schedule 7.14. (f) Liens securing reimbursement obligations in connection with letters of credit outstanding on the Borrower or any date of this Agreement and other Subsidiary incurred pursuant to letters of credit provided the aggregate undrawn face amount of such other letters of credit does not exceed $20,000,000. (g) Liens securing Permitted Refinancing Debt. (h) Liens on Property securing the Second Lien Term Loan Agreement permitted by Section 7.2(f) to finance the acquisition of fixed or capital assets9.02(h), provided; provided however, that (i) such liens shall be created substantially simultaneously with Liens securing the acquisition of such fixed or capital assetsSecond Lien Term Loan Agreement and any guarantees thereof are subordinated pursuant to the Intercreditor Agreement, (ii) such Liens do not at any time encumber any property other than each and every Lien securing the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Second Lien is spread to cover any additional property after the Closing Date and (ii) such Lien Term Loan Agreement 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) Liens that are contractual rights of set-off (i) relating be subordinate to the establishment of depository relations with banks not given in connection with Liens securing the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of this Agreement and the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or other Loan Documents and (iii) relating no Lien shall be granted on any Property to purchase orders secure the Second Lien Term Loan Agreement unless the Lien is also being granted to secure the Indebtedness, this Agreement and the other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;Loan Documents. (i) Liens on cash Property not constituting collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are Indebtedness and not otherwise permitted by the foregoing clauses of this Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangement, 9.03; provided that such Customer Lien the aggregate principal or face amount of all Debt secured under this Section 9.03(i) shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0002,000,000 at any time.

Liens. CreateWithout the prior written consent of the Majority Tranche B Lenders, neither Lessee nor any Subsidiary will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (ai) Liens securing the Obligations that are incurred under the Loan Documentspayment of any Revolver Indebtedness; (bii) Permitted Excepted Liens; (ciii) Liens securing Indebtedness Capital Lease Obligations and Purchase Money Debt allowed under Section 9.3(f)(vi), but only on the Property under lease or purchased; (iv) Liens on assets created in connection with the ABS Operating Lease Facility, Liens on assets of any bankruptcy remote subsidiaries created for the Borrower or purpose and as a condition to an Operating Equipment Lease Facility and its Liens securing Operating Equipment Lease Obligations with respect to any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; Operating Equipment Lease Facility and any guaranties thereof, provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not extend to or cover any Property or assets of Lessee or any of its Subsidiaries other than the Property subject to or pledged to such Operating Equipment Leases, any Property or rights (including rights under subleases) relating to such leased property and the equity interests of the lessee in any such Operating Equipment Lease, provided, however, that at the time of entering into (and immediately after giving effect to) any time encumber such lease, no Lease Default shall have occurred or be continuing under this Agreement; (v) Liens disclosed on Schedule 12; (vi) Liens arising out of Hedging Agreements with lenders under the Revolver or Affiliates (Tranche B) thereof; (vii) Liens relating to Debt permitted under Section 9.3(f)(v) provided that the aggregate amount of Debt by such Liens shall not exceed $20,000,000; (viii) Liens on assets of Foreign Subsidiaries under Foreign Credit Facilities (Tranche B); and (ix) Liens securing acquired Debt permitted under Section 9.3(f)(ix); provided, however, such Liens do not extend to or cover any property other than the property financed by or assets that secured such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) Liens that are contractual rights of set-off (i) relating Debt prior to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit time it was acquired 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000assumed.

Liens. Create(a) Neither Holdings nor the Borrower shall, nor shall Holdings or the Borrower permit any Restricted Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether asset or revenues now owned or hereafter acquiredacquired by it, except: (ai) Liens securing the Obligations that are incurred created under the Loan DocumentsDocuments and any Liens on cash or deposits granted in favor of any Issuer to cash collateralize any Defaulting Lender’s participation in Letters of Credit or other obligations in respect of Letters of Credit, in each case as contemplated by this Agreement; (bii) Permitted LiensEncumbrances; (ciii) Liens securing Indebtedness any Lien on any asset of Holdings, the Borrower or any other Restricted Subsidiary incurred pursuant existing on the date hereof and, to Section 7.2(f) to finance the acquisition extent the outstanding principal amount of fixed or capital assetsthe obligations secured thereby exceeds $3,000,000, set forth in Schedule 6.02; provided that (iA) such liens Lien shall be created substantially simultaneously with not apply to any other asset of Holdings, the acquisition of such fixed Borrower or capital assets, any Restricted Subsidiary (ii) such Liens do not at any time encumber any property other than the property assets financed by such Indebtedness the same financing source pursuant to the same financing scheme in the ordinary course of business) and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (iiB) such Lien shall secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals renewals, replacements and replacements refinancings thereof so long as the principal amount of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted by under Section 7.26.01(a)(iii) as Refinancing Indebtedness in respect thereof; (eiv) Liens on fixed or capital assets acquired, constructed or improved (including any such assets made the subject of a Capital Lease Obligation incurred) by the Borrower or any Restricted Subsidiary; provided that (A) such Liens secure Indebtedness incurred to finance such acquisition, construction or improvement and permitted by clause (vii)(A) of Section 6.01(a) or any Refinancing Indebtedness in respect thereof permitted by clause (vii)(B) of Section 6.01(a), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement (provided that this clause (B) shall not apply to any Refinancing Indebtedness permitted by clause (vii)(B) of Section 6.01(a) or any Lien securing such Refinancing Indebtedness), (C) the modificationIndebtedness secured thereby does not exceed the lesser of the cost of acquiring, replacementconstructing or improving such fixed or capital asset or, extension or renewal in the case of Indebtedness permitted by clause (vii)(A) of Section 6.01(a), its fair market value at the time such security interest attaches, and in any event, immediately after giving effect to the incurrence of any Lien permitted by clauses in accordance with this clause (civ), the aggregate outstanding principal amount of such Indebtedness does not exceed the greater of (1) $350,000,000 and (d2) above and clauses (f) 2.0% of Consolidated Total Assets as of the last day of the fiscal quarter of Holdings most recently ended and (gD) such Liens shall not apply to any other property or assets of this Section 7.3 upon the Borrower or in any Restricted Subsidiary (except assets financed by the same assets theretofore subject financing source pursuant to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries same financing scheme in the ordinary course of business permitted by this Agreementbusiness); (gv) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching any Lien existing on any asset of any Person (other than an Unrestricted Subsidiary) prior to commodity trading accounts the acquisition of such asset by the Borrower or any Restricted Subsidiary or existing on any asset of any Person (other brokerage accounts incurred than an Unrestricted Subsidiary) that becomes a Restricted Subsidiary (or of any Person (other than an Unrestricted Subsidiary) not previously a Restricted Subsidiary that is merged or consolidated with or into the Borrower or any Restricted Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated); provided that (A) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary (or such merger or consolidation), (B) such Lien shall not apply to any other asset of Holdings, the Borrower or any Restricted Subsidiary (other than (x) assets financed by the same financing source pursuant to the same financing scheme in the ordinary course of business and (y) in the case of any such merger or consolidation, the assets of any special purpose merger Subsidiary that is a party thereto) and (C) such Lien shall secure only those obligations that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary (or is so merged or consolidated) and extensions, renewals, replacements and refinancings thereof so long as the principal amount of such extensions, renewals, replacements and refinancings does not for speculative purposesexceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted under clause (viii) of Section 6.01(a) as Refinancing Indebtedness in respect thereof; (hvi) 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 sale or transfer of Indebtednessany Equity Interests or other assets in a transaction permitted under Section 6.05, (ii) customary rights and restrictions contained in agreements relating to pooled deposit such sale or sweep accounts of transfer pending the Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businesscompletion thereof; (ivii) in the case of (A) any Restricted Subsidiary that is not a wholly owned Subsidiary or (B) the Equity Interests in any Person other than the Borrower that is not a Restricted Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Restricted Subsidiary or such other Person set forth in the organizational documents of such Restricted Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement; (viii) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder; (ix) Liens granted by a Restricted Subsidiary that is not a Loan Party in respect of Indebtedness permitted to be incurred by such Restricted Subsidiary under Section 6.01; (x) Liens on cash collateral to secure letters any property of credit used for (A) any Loan Party in favor of any other Loan Party and (B) any Restricted Subsidiary that is not a Loan Party in favor of Holdings, the account of the Loan Parties Borrower or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l)Restricted Subsidiary; (jxi) to the extent constituting Liens, any restrictions contemplated by the Effective Date Spin-Off Documents; (xii) Liens not otherwise permitted by this Section to the extent that, immediately after giving effect to the incurrence thereof, the aggregate outstanding principal amount of the obligations secured thereby does not exceed $200,000,000; provided that Liens pursuant to this clause (xii) shall not be on any assets of an Icelandic Subsidiary Loan Party or Spanish Subsidiary Loan Party; (xiii) Liens on Permitted Receivables Facility Assets securing Indebtedness arising under Permitted Receivables Facilities; (xiv) Liens to secure letters of credit issued by any Person other than in a Customer arising with respect capacity as an Issuer under this Agreement for the account of Holdings, the Borrower or a Subsidiary; provided that (i) the aggregate amount of Indebtedness secured thereby does not exceed $150,000,000, (ii) such Person enters into a customary intercreditor agreement that is reasonably satisfactory to the Administrative Agent and (iii) Liens pursuant to this clause (xiv) shall not apply to any real assets of an Icelandic Subsidiary Loan Party or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group MemberSpanish Subsidiary Loan Party; and (kxv) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000arising as a result of a fiscal unity (fiscale eenheid) for Dutch tax purposes.

Liens. CreateNo Borrower will, nor will permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon or with respect to any property or assets of its property, any kind of such Borrower or any such Subsidiary whether now owned or hereafter acquired, exceptexcept that the foregoing shall not apply to: (a) Liens securing the Obligations that are incurred under the Loan Documentsany Standard Permitted Lien; (b) Permitted Liens in existence on the Closing Date that are listed in Schedule 6.03 hereto and extensions or renewals of such Liens, so long as such Liens being extended or renewed do not extend to any other property or assets other than proceeds and replacements and the aggregate principal amount of Indebtedness secured by such Liens is not increased (except as contemplated by Section 6.04(b)); (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such that are placed upon fixed or capital assets, acquired, constructed or improved by such Borrower or any Subsidiary, provided that (A) such Liens only secure Indebtedness permitted by Section 6.04(f)(ii), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and (C) such Liens shall not apply to any other property or assets of such Borrower or any Subsidiary; or (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens do Liens, provided that the principal amount of such Indebtedness is not at increased and such Indebtedness is not secured by any time encumber any property additional assets other than the property financed by such Indebtedness proceeds and (ii) the amount of Indebtedness secured thereby is not increasedreplacements; (d) Liens existing on the Closing Date and listed on Schedule 7.3(dsecuring Indebtedness permitted pursuant to Sections 6.04(f)(i), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) vendor Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries granted in the ordinary course of business in connection with the customary terms for purchase of materials, supplies and equipment; (f) any Lien granted pursuant to the Loan Documents securing any of the Obligations or any obligations under any Hedge Agreement permitted by this Agreementpursuant to Section 6.04(h); (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts existing on property at the time of the acquisition thereof by the Company or other brokerage accounts incurred any Subsidiary, provided that such Lien was not created in the ordinary course contemplation of business and not for speculative purposessuch acquisition; (h) Liens that are contractual with respect to any accounts and related 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating and assets subject to purchase orders and other agreements entered into with customers of the Parent Guarantor or pursuant to any of its Subsidiaries in the ordinary course of businessPermitted Securitization Transaction; (i) Liens on cash collateral securing Indebtedness of a Loan Party under any capital markets or private placement debt agreement (including any agreements with respect to convertible debt securities) or bilateral or syndicated loan agreement; provided that Liens have been or will be substantially simultaneously granted to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries Obligations on an equal and ratable basis pursuant to appropriate security documents, and subject to an intercreditor agreement, in the ordinary course of business consistent with past practices each case, reasonably acceptable to the extent such letters of credit are permitted by Section 7.2(l)Administrative Agent and the Company; (j) Liens securing Indebtedness of any Subsidiary owed to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer Company or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group MemberLoan Party; and (k) other in addition to any Lien permitted pursuant to any of the foregoing subparts, Liens securing Indebtedness or other obligations in an of the Company or any of its Subsidiaries, so long as at the time of and after giving effect to the incurrence of such obligations (i) the aggregate principal amount of all such obligations secured by Liens pursuant to this clause (k) does not at any time exceed an amount equal to 12.5% of Consolidated Total Tangible Assets and (ii) the aggregate principal amount of (x) all such obligations secured by Liens permitted pursuant to this clause (k) and (y) all Indebtedness permitted pursuant to Section 6.04(l), when taken together (without duplication in the case of Indebtedness secured by Liens permitted pursuant to this clause (k)), does not at any time exceed an amount equal to the greater of $1,000,000465,000,000 and 25% of Consolidated Total Tangible Assets.

Liens. CreateNeither the Borrower nor any Restricted Subsidiary will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documents;payment of any Indebtedness. (b) Permitted Excepted Liens;. (c) Liens securing Indebtedness Debt permitted by Section 9.02(c) or (i) but only on the Property and improvements and accessions thereof and proceeds thereof acquired or under lease; provided that such Liens are created within 180 days of construction, acquisition or lease of such Property. (d) Liens (other than Liens under ERISA or Environmental Laws) on Property of any Person that becomes a Restricted Subsidiary of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance after the acquisition date of fixed or capital assetsthis Agreement; provided that (i) such liens shall be Liens are in existence at the time such Person becomes a Restricted Subsidiary of the Borrower and were not created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness in anticipation thereof and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread Liens shall extend to or 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 Property of such obligations permitted by Section 7.2;Person other than such Property. 72 (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 Liens (other than Liens under ERISA or Environmental Laws) upon real and/or tangible personal Property acquired after acquired property that is affixed the date of this Agreement (by purchase, construction or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereofotherwise) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any its Restricted Subsidiaries, each of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) which 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; (h) Liens that are contractual rights of set-off either (i) relating to existed on such Property before the establishment time of depository relations with banks its acquisition and was not given created in connection with the issuance of Indebtedness, anticipation thereof or (ii) relating was created solely for the purpose of securing Debt representing, or incurred to pooled deposit finance, refinance or sweep accounts refund, the cost (including the cost of construction) of such Property; provided that no such Lien shall extend to or cover any Property of the Parent Guarantor Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in such Restricted Subsidiary other than the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders Property so acquired and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;improvements thereon and accessions and proceeds thereof. (i) Liens on cash collateral Letters of Credit issued hereunder pledged to secure letters of credit used for the account of the Loan Parties or obligations under any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are Swap Agreement permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations 9.19 in an aggregate principal amount at any time not to exceed $1,000,00030,000,000 (other than as permitted by clause (ii) of this Section 9.03(f)), and Liens on cash, letters of credit and other financial assets pledged to secure obligations under any Swap Agreement permitted by Section 9.19 in an aggregate amount at any time not to exceed $10,000,000 (other than as permitted by clause (i) of this Section 9.03(f)). (g) Liens on Property not constituting collateral for the Indebtedness and not otherwise permitted by the foregoing clauses of this Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(g) shall not exceed $2,500,000 at any time. (h) Liens disclosed on Schedule 9.03.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documentsa. [RESERVED]; b. Liens on assets (bincluding, without limitation, shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the Effective Date) Permitted Liens; acquired after the Effective Date (cwhether by purchase, construction or otherwise) Liens securing Indebtedness of by the Borrower or any of its Subsidiaries (other than (x) an Existing Principal Subsidiary incurred pursuant to Section 7.2(for (y) to finance any other Principal Subsidiary which, at any time, after three months after the acquisition of fixed a Vessel, owns a Vessel free of any mortgage Lien), which Liens were created solely for the purpose of securing Indebtedness representing, or capital incurred to finance, refinance or refund, the cost (including the cost of construction) of such assets; provided that , so long as (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do assets is not at any time encumber any property other than otherwise prohibited by the property financed by such Indebtedness terms of this Agreement and (ii) each such Lien is created within three months after the amount acquisition of Indebtedness secured thereby is not increasedthe relevant assets; c. in addition to other Liens permitted under this Section 7.2.3, Liens securing Indebtedness in an aggregate principal amount, together with (dbut without duplication of) Liens existing on the Closing Date and listed on Schedule 7.3(dIndebtedness permitted under Section 7.2.2(d), provided that at any one time outstanding not exceeding (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (i) no such 10.0% of the total assets of the Borrower and its Subsidiaries (the “Lien Basket Amount”) taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter; provided, however that, if, at any time, the Senior Debt Rating of the Borrower is spread to cover any additional property less than Investment Grade as given by both Xxxxx’x and S&P, the Lien Basket Amount shall be the greater of (x) 5.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter and (y) $735,000,000; d. Liens on assets acquired after the Closing Effective Date by the Borrower or any of its Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time, owns a Vessel free of any mortgage Lien) so long as (i) the acquisition of such assets is not otherwise prohibited by the terms of this Agreement 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 each of such obligations permitted by Section 7.2; (e) Liens existed on such assets before the modification, replacement, extension or renewal time of any Lien permitted by clauses (c) its acquisition 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into was not created by the Parent Guarantor Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementanticipation thereof; e. Liens on any asset of any corporation that becomes a Subsidiary of the Borrower (gother than a corporation that also becomes a Subsidiary of an Existing Principal Subsidiary) after the Effective Date so long as (i) the acquisition or creation of such corporation by the Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such Liens encumbering reasonable customary initial deposits are in existence at the time such corporation becomes a Subsidiary of the Borrower and margin deposits and similar were not created by the Borrower or any of its Subsidiaries in anticipation thereof; f. Liens attaching to commodity trading accounts securing Government-related Obligations; g. Liens for taxes, assessments or other brokerage accounts governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings; h. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business and for sums not for speculative purposesoverdue by more than 60 days or being diligently contested in good faith by appropriate proceedings; (h) i. 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits; j. Liens for current crew’s wages and salvage; k. Liens arising by operation of law as the result of the Parent Guarantor furnishing of necessaries for any Vessel so long as the same are discharged in the ordinary course of business or any are being diligently contested in good faith by appropriate proceedings; l. Liens on Vessels that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred in the course of its Subsidiaries or incidental to trading such Vessel in connection with repairs or other work to such Vessel; or (iii) were incurred in connection with work to such Vessel that is required to be performed pursuant to applicable law, rule, regulation or order; provided that, in each case described in this clause (l), such Liens are either (x) discharged in the ordinary course of business or (y) being diligently contested in good faith by appropriate proceedings; m. normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to purchase orders bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions; n. Liens in respect of rights of set-off, recoupment and other agreements entered into holdback in favor of credit card processors securing obligations in connection with customers of the Parent Guarantor or any of its Subsidiaries credit card processing services incurred in the ordinary course of business; o. Liens on cash or Cash Equivalents or marketable securities securing: (i) Liens on cash collateral to secure obligations in respect of Hedging Instruments entered into for the purpose of managing interest rate, foreign currency exchange or commodity exposure risk and not for speculative purposes; or (ii) letters of credit used for that support such obligations; p. deposits to secure the account performance of the Loan Parties or any bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of their respective Subsidiaries a like nature, in each case in the ordinary course of business consistent and deposits securing liabilities to insurance carriers under insurance or self-insurance arrangements; q. easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with past practices to the extent such letters ordinary conduct of credit are permitted by Section 7.2(l); (j) to business of the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer Borrower or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group MemberSubsidiary; and (k) r. licenses, sublicenses, leases or subleases granted to other Liens securing Indebtedness Persons not materially interfering with the conduct of the business of the Borrower or other obligations in an aggregate principal amount not to exceed $1,000,000any of its Subsidiaries.

Liens. CreateNo Loan Party will, nor will it permit any of the Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the created pursuant to any Loan DocumentsDocument; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness any Lien on any property or asset of the any Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance existing on the acquisition of fixed or capital assetsEffective Date and set forth in Schedule 6.02(c); provided that (i) such liens Lien shall be created substantially simultaneously with the acquisition not apply to any other property or asset of such fixed Borrower or capital assetsSubsidiary, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(das permitted under Section 6.01(f)(ii), 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 the Indebtedness which it secures on the date hereof Effective Date and any modificationsrefinancings, refundings, refinancings, extensions, renewals and replacements of such obligations thereof that are permitted by Section 7.26.01 (or, solely with respect to obligations that are not Indebtedness, any refinancings, refundings, extensions, renewals and replacements thereof that are not prohibited by Section 6.01, so long as such obligations are not amended or otherwise modified in contravention of this Agreement); (d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such security interests only secure Indebtedness permitted by Section 6.01(e), (f), (k) or (t)(ii); (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and any reasonable expenses in connection therewith; and (iv) such security interests shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary, other than as permitted under Section 6.01(f)(ii); (e) any Lien existing on any property or asset prior to the modification, replacement, extension acquisition thereof by any Borrower or renewal any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; 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; (ii) such Lien shall not apply to any other property or assets of such Borrower or Subsidiary or any other Borrower or Subsidiary, other than as permitted by clauses under Section 6.01(f)(ii); (ciii) such Lien shall not apply to any Accounts and Inventory of any Loan Party, including any Subsidiary which becomes a Loan Party (or is required to become a Loan Party under terms of the Loan Documents) and (div) above such Lien shall secure only the Indebtedness which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject such Indebtedness is permitted with respect to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted Subsidiary under Section 7.2 6.01(k), together with refinancings, refundings, extensions, renewals and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as replacements thereof that are permitted by Section 7.26.01 (or, solely with respect to obligations that are not Indebtedness, any refinancings, refundings, extensions, renewals and replacements thereof that are not prohibited by Section 6.01, so long as such obligations are not amended or otherwise modified in contravention of this Agreement); (f) Liens of a collecting bank arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreementunder Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (g) Liens created under PSA, PACA or other similar Requirements of Law; (h) Liens arising out of sale and leaseback transactions permitted by Section 6.06; (i) Liens solely on the assets of PPC Mexico and its Mexican Subsidiaries and Equity Interests issued by PPC Mexico and its Mexican Subsidiaries, in each case that secure the obligations outstanding under the Mexican Credit Facility permitted by Section 6.01(i); and (j) Liens granted by any Subsidiary to secure obligations permitted under Section 6.01(j), provided that if such Liens are on any property of a U.S. Loan Party, such Liens are in favor of a U.S. Loan Party, and if such Liens are on property of a Bermuda Loan Party, such Liens are in favor of a Bermuda Loan Party, in the case of this proviso, only to the extent such Liens are collaterally assigned to the Administrative Agent pursuant to terms and conditions acceptable to the Administrative Agent; (k) Liens on the Equity Interests of any non-wholly owned Subsidiary of any Loan Party or Liens on the Equity Interests of any other Investment, in each case to secure put or call obligations or similar obligations, and any other put or call or similar arrangements related to the Equity Interests issued by such non-wholly owned Subsidiary or such other Investment set forth in its organizational documents or any related joint venture or similar agreement; (l) Liens (i) consisting of customary rights and restrictions contained in agreements relating to any disposition of assets in a transaction permitted under Section 6.05 pending the completion thereof, (ii) on assets subject to escrow or similar arrangements that secure indemnification obligations arising under agreements relating to any a transaction permitted under Section 6.05 (g) or (h), and (iii) on Receivables and Related Assets sold in a Permitted Customer Factor Program; (m) Liens of any Governmental Authority arising under any Requirement of Law in any Inventory of the Company or the Subsidiary that is subject to any procurement contract with such Governmental Authority; (n) Liens consisting of precautionary filings of financing statements under the UCC which cover property that is made available to or used by the Loan Parties or any of the Subsidiaries pursuant to the terms of any operating lease or consignment of goods; (o) Liens consisting of rights reserved by or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Company or any of the Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit; (p) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other commodity brokerage accounts in favor of the relevant commodity broker incurred in the ordinary course of business and not for speculative purposespurposes and margin loans made by such commodity broker; provided that such accounts shall be subject to a control (or similar) agreement among the applicable Loan Party, the applicable commodity counterparty and the Administrative Agent, which agreement shall be reasonably satisfactory to the Administrative Agent; (hq) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business consisting of pledges or deposits to secure liability for reimbursement or indemnification obligations of insurance carriers providing or administering insurance for the Parent Guarantor or any of its Company and the Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries or, in the ordinary course case of business; (i) Liens on cash collateral any Captive Insurance Company, to secure letters of credit used for the account of the Loan Parties credit, bank guarantees or any of their respective Subsidiaries similar obligations related thereto); (r) Liens that are incurred in the ordinary course of business consistent with past practices on the proceeds of insurance policies to secure the financing of insurance premiums thereunder; (s) Liens on the property of any Foreign Subsidiary (other than a Loan Party) of the Company (and Equity Interests issued by such Foreign Subsidiary, unless such Equity Interests (or any percentage thereof) are (or are required to be) pledged under the Loan Documents) securing Indebtedness of such Foreign Subsidiary to the extent such letters of credit are Indebtedness is permitted by under Section 7.2(l6.01(f), (k) or (t)(ii); (jt) Liens that are incurred in the ordinary course of business consisting of cash deposits or deposits of Permitted Investments in favor of the seller, lessor or sublessor of any property in connection with a transaction not otherwise prohibited under this Agreement; (u) Liens arising out of any conditional sale, title retention or similar arrangement for the purchase or sale of goods entered into in the ordinary course of business and otherwise not prohibited by the terms of this Agreement; (v) Liens that are incurred in the ordinary course of business deemed to exist in connection with repurchase agreements described in paragraphs (d) and (g) of the definition of “Permitted Investments”; (w) Liens on feed ingredients granted in the ordinary course of business to the extent constituting sellers of such feed ingredients to secure the unpaid purchase price thereof; (x) Liens on cash and/or Permitted Investments securing obligations under Swap Agreements in favor of the applicable counterparty if (i) such Swap Agreement is permitted under Section 6.07(b) and (ii) the applicable Loan Party’s rights under such Swap Agreement are subject to a valid, perfected first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties), which security interest is acknowledged, on terms reasonably satisfactory to the Administrative Agent, by the applicable counterparty to such Swap Agreement; (y) Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in on the possession or control of a Group Member, held in 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 Equity Interests of any Group MemberFarm Credit System Institution required to be purchased from time to time by the Borrowers in favor of such Farm Credit System Institution; and (kz) other Liens securing Indebtedness or and other obligations in an aggregate principal amount permitted under this Agreement, which Indebtedness and other obligations shall not to exceed $1,000,00050,000,000 in the aggregate at any time outstanding, on assets that are not subject to a security interest in favor of the Administrative Agent (for the benefit of the Lender Parties) unless the Indebtedness that is being secured constitutes Capital Lease Obligations or purchase money Indebtedness. Notwithstanding the foregoing, none of the Permitted Liens may at any time attach to any Loan Party’s (A) Accounts, other than those permitted under paragraphs (a) and (e) of the definition of “Permitted Encumbrances” and paragraphs (a), (e), (g) and (l) above and (B) Inventory, other than those permitted under paragraphs (a), (b), (e), (g) and (i) of the definition of “Permitted Encumbrances” and paragraphs (a), (e), (g), (l), (m) and (w) above.

Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documents;payment of any Indebtedness. (b) Permitted Liens;Excepted Liens and Immaterial Title Deficiencies. (c) Liens securing Indebtedness of Capital Leases and Purchase Money Debt permitted by Section 9.02(d) but only on the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance Property that is the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition subject of such fixed Capital Lease or capital assets, (ii) such Liens do not at any time encumber any property Purchase Money Debt and on other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased;Property reasonably related thereto. (d) Liens existing in existence on the Closing Date and date hereof listed on Schedule 7.3(d)9.03, securing Debt permitted by Section 9.02(b) or other obligations (not constituting Debt) of the Borrower and the Subsidiaries, provided that (i) no such Lien is spread to cover any additional property after the Closing Effective 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 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 or financed by Indebtedness permitted under Section 7.2 (without any modification thereof after the Effective Date)) and proceeds and products thereof(ii) or to the modificationextent such Liens secure Debt, refunding, refinancing, replacement, extension or renewal the amount of the Indebtedness or other obligations Debt secured thereby is not increased except (A) as permitted by Section 7.2;9.02(b) and (B) pursuant to the instrument creating such Lien (without any modification thereof after the Effective Date). (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (ie) Liens on cash collateral to secure letters Property (and proceeds thereof) securing (A) the Borrower’s or any Subsidiary’s obligations in respect of credit used bankers’ acceptances issued or created for the account of the Loan Parties Borrower or any such Subsidiary, as applicable, to facilitate the purchase, shipment or storage of their respective Subsidiaries Property or (B) reimbursement obligations in the ordinary course respect of business consistent with past practices to the extent such trade letters of credit are issued to ensure payment of the purchase price for Property; provided that the aggregate amount of obligations secured by Liens permitted by under this Section 7.2(l); 9.03(e) shall not exceed $1,000,000 at any time outstanding. Notwithstanding the foregoing, none of the Liens permitted pursuant to this Section 9.03 (j) to other than Liens securing the extent constituting Indebtedness, Excepted Liens, Immaterial Title Deficiencies and Liens of a Customer arising with respect permitted under Section 9.03(e)) may at any time attach to any real Oil and Gas Properties directly owned (whether in fee or personal property owned by such Customer leasehold) by the Borrower or any other Person that is not a Group Member, that is Subsidiary and evaluated in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000most recently delivered Reserve Report.

Liens. CreateThe Parent will not, and will not permit any of its Subsidiaries to, incur, assume, maintain or suffer to exist any Lien upon or with respect to any of its propertyProperty, whether now owned or hereafter acquired, except:or assign any right to receive income or profits, except for any of the following (each, a “Permitted Lien”): (a) Liens securing created pursuant to the Obligations that are incurred under the International Loan Documents; (b) Liens on the U.S. Collateral securing the U.S. Secured Obligations pursuant to the terms of the U.S. Loan Documents; (c) Customary Permitted Liens; (cd) 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 the Execution Date and set forth on Schedule 8.2 or securing any Permitted Refinancing thereof; provided that the principal amount of Indebtedness secured thereby (e.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 Liens do not attach to or cover any Property with a cumulative fair market value greater than such Property secured by such Liens on the Execution Date (including after-acquired Property affixed or incorporated into such Property to the extent such Liens would attach to or cover such Property immediately prior to the Execution Date); (f) Liens on the Property of the Borrower Parent or any other Subsidiary incurred pursuant to of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 7.2(f) to finance the acquisition of fixed or capital assets8.1(c); provided provided, however, that (i) such liens shall be created Liens exist prior to the acquisition of, or attach substantially simultaneously with with, or within 90 days after, the acquisition of acquisition, repair, improvement or construction of, such fixed Property financed, whether directly or capital assetsthrough a Permitted Refinancing, by such Indebtedness and (ii) such Liens do not at extend to any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal Property of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries other than the Property acquired or built, or the improvements or repairs, financed, whether directly or through a Permitted Refinancing, by such Indebtedness; (g) Liens (a) assumed by Parent and/or one or more of its Subsidiaries in connection with a Permitted Acquisition or (b) on assets of a Person that becomes a Subsidiary of Parent after the ordinary course date of business this Agreement in a Permitted Acquisition or as a result of an Investment otherwise permitted under Section 8.3, provided, however, (x) that such Liens exist at the time such Person becomes a Subsidiary or such 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 Permitted Acquisition or Investment or attach to or encumber the assets of any other U.S. Loan Party or its Subsidiaries and (y) the aggregate amount of Indebtedness secured by all Liens pursuant to this Section 8.2(g) shall not exceed the amount set forth in clause (iii) to the proviso to Section 8.1(i); (h) Liens on any property of the Parent or any of its Subsidiaries not otherwise permitted by any of the 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 time; (i) Liens arising from the filing of precautionary uniform commercial code financing statements with respect to any lease permitted by this Agreement; (gj) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in each case in the ordinary course of business and not prohibited under the International Loan Documents; (k) pledges or deposits of the Parent Guarantor or any cash and Cash Equivalents securing deductibles, self-insurance, co-payment, co-insurance, retentions and similar obligations to providers of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries insurance in the ordinary course of business; provided, however the aggregate amount of such pledges or deposits of cash and Cash Equivalents shall not exceed $1,000,000; (il) Liens on cash collateral to secure securing Indebtedness permitted under Section 8.1(h); or (m) Liens securing performance bonds/letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries 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 consistent with past practices (including obligations under or relating to the extent such performance letters of credit, letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising and advance payment guarantees issued in connection with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust payments 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 customer in advance of when such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations payments are due in an aggregate principal 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) $1,000,0005,000,000, (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) no Default shall have occurred and be continuing or shall occur as a result thereof, (B) after incurrence of such Lien on a pro forma basis, the Parent shall be in 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 certificate of an Responsible Officer (on behalf of the Parent) demonstrating the calculation of the Available Amount and compliance with the immediately preceding clauses (A) and (B), the Available Amount as of the applicable date of the incurrence of such Lien. Notwithstanding the foregoing, the Parent will not, and will not permit any of its Subsidiaries to, enter into, or suffer to exist, any Lien (except such Liens so specified in the International Security Documents) upon any Receivable or any bank accounts of the International Loan Parties in which Receivables are deposited, or any Equity Interests, in each case pledged pursuant to the International Security Documents.

Liens. Create, incur, assume, or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens securing Prior to the Obligations occurrence of a Release Event, the Issuers and the other Covenant Parties shall not, directly or indirectly, create, incur or assume any Lien (except Permitted Liens) on the Collateral or any Principal Property that are incurred under the Loan Documents;secures Indebtedness. (b) Following the occurrence of a Release Event, the Issuers shall not, and shall not permit any of their Restricted Subsidiaries to, directly or indirectly, create, incur or assume any Lien (except Permitted Post-Release Liens;) on any of their or any Restricted Subsidiary’s Principal Property or upon any shares of stock of any of our Restricted Subsidiaries that directly owns any Principal Property (whether such Principal Property or shares are now existing or owed or hereafter created or acquired) that secures indebtedness for borrowed money, unless the Notes are equally and ratably secured with (or, at an Issuer’s option, on a senior basis to) the indebtedness so secured. (c) Liens Notwithstanding Section 4.12(b), following the occurrence of a Release Event, the Issuers and their Restricted Subsidiaries may, without equally and ratably securing Indebtedness the Notes, create, incur or assume any Lien which would otherwise be prohibited by Section 4.12(b) if, after giving effect thereto and at the time of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetsdetermination, (ii) such Liens do Aggregate Debt does not exceed at any one time encumber any property other than outstanding the property financed by such Indebtedness greater of (x) $2,750.0 million and (iiy) the amount 15% of Indebtedness secured thereby is not increased;Consolidated Net Tangible Assets. (d) Liens existing on Any Lien created for the Closing Date and listed on Schedule 7.3(d), provided benefit of the Holders of any series of Notes pursuant to Section 4.12(b) shall provide by its terms that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure only those obligations that it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements Notes 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000series.

Liens. CreateThe Company will not, incurand will not permit any of its Subsidiaries to, assume, create or suffer to exist any Lien upon any of its propertyproperty or assets, whether now owned or hereafter acquired, securing any Indebtedness or other obligation, except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that : (i) such liens shall be the Liens created substantially simultaneously with pursuant to the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and Security Documents; (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Effective Date set forth in Schedule III and listed on Schedule 7.3(d), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional salethe refinancing, title retentionextension, consignment renewal or refunding of any Indebtedness secured by any Lien set forth on Schedule III, PROVIDED that the principal amount of such Indebtedness is not increased and is not secured by any additional assets; (iii) (A) Liens contemplated by clauses (ii), (iv), (v) and (vii) of the definition of Permitted Indebtedness; and (B) Liens securing Acquired Debt, provided that such Liens cover only those assets that were covered by such Liens prior to the relevant acquisition; (iv) attachment, judgment or other similar arrangements for sale Liens arising in connection with litigation or other legal proceedings, PROVIDED that either (A) the claims in respect of goods entered into such Liens are fully covered by insurance or (B) the Parent Guarantor execution or any other enforcement of its Subsidiaries such Liens is effectively stayed and the claims secured thereby are in an amount not to exceed $10,000,000 in the aggregate and are being contested in good faith by appropriate proceedings diligently prosecuted; (v) Liens on properties or assets of an Excluded Subsidiary securing Indebtedness of such Excluded Subsidiary permitted hereunder; (vi) other Liens arising in the ordinary course of the business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts of the Company or other brokerage accounts such Subsidiary which are not incurred in the ordinary course of business and not for speculative purposes; (h) 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 borrowing of Indebtedness, (ii) relating to pooled deposit money or sweep accounts the obtaining of advances or credit and which do not materially detract from the Parent Guarantor or any value of its Subsidiaries to permit satisfaction of overdraft property or similar obligations incurred assets or materially impair the use thereof in the ordinary course of business of the Parent Guarantor or any operation of its Subsidiaries or business; (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (ivii) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices property leased pursuant to the extent such letters Synthetic Lease Obligations permitted by clause (vi) of credit are Section 9.08 hereof; and (viii) Liens under the instruments governing (A) an Accounts Receivable Financing or (B) a Mortgage Financing permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0009.08 hereof.

Liens. CreateThe Covenant Parties shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) on any Principal Property (each, a “Subject Lien”) that secures obligations under any Indebtedness or any related Guarantee of its propertythe Issuers or any Restricted Guarantor, whether now owned or hereafter acquired, exceptunless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such Principal Property that is senior in priority to such Liens; or (2) in all other cases, the Notes or the Guarantees are secured equally and ratably with or prior to such Liens. The foregoing shall not apply to (A) Liens securing the Obligations that are incurred under Notes (including any Additional Notes) and the Loan Documents; related Guarantees, (b) Permitted Liens; (cB) Liens securing Indebtedness incurred to secure Obligations in respect of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assetsIndebtedness; provided that that, with respect to Liens securing Obligations permitted under this subclause (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(dB), provided that at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.25 to 1.00 (i) no such Lien is spread to cover any additional property after this clause (B), 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“Consolidated Secured Debt Ratio Exception”) and (dC) above and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject to such Lien Liens (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or Liens on debt for borrowed money owed to lenders other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the than Parent Guarantor or any of its Subsidiaries Subsidiaries) created, incurred, assumed or existing to give effect to the Connect Transactions. Any Lien created for the benefit of the Holders pursuant to this Section 4.12 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Lien that gave rise to the obligation to secure the Notes. In addition, in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits event that a Subject Lien is or becomes a Permitted Lien, the Issuers may, at their option and margin deposits without consent from any Holder, elect to release and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in discharge any Lien created for the ordinary course of business and not for speculative purposes; (h) 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 benefit of the Parent Guarantor or any Holders to this Section 4.12 in respect of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Subject Lien.

Liens. CreateNeither the Borrower nor the Restricted Subsidiaries shall, incurdirectly or indirectly, assumecreate, incur or suffer to exist assume any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, exceptother than the following: (a) Liens securing the Obligations that are Obligations, including guarantees thereof and any obligations in respect of Indebtedness incurred pursuant to Section 7.03(a) or under the any Loan DocumentsDocument, Secured Hedge Agreements or any Treasury Services Agreements; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and and, to the extent such Liens secure Indebtedness having a principal amount in excess of $500,000 as of the Closing Date, listed on Schedule 7.3(d7.01(b), and any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) no such the Lien is spread does not extend 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 after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or and financed by Indebtedness permitted under Section 7.2 7.03, and (B) proceeds and products thereof, and (ii) or the modificationreplacement, refunding, refinancing, replacementrenewal, extension or renewal refinancing of the Indebtedness or other obligations secured thereby as permitted or benefited by Section 7.2; (f) Liens arising out of conditional salesuch Liens, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting LiensIndebtedness, is permitted by Section 7.03; (c) Liens (i) in favor of Holdings, the Borrower or any Restricted Subsidiary on assets of a Customer arising with respect to any real or personal property owned by such Customer or any other Person Restricted Subsidiary that is not a Group Member, that is Loan Party securing permitted intercompany Indebtedness and (ii) in favor of the possession Borrower or control of a Group Member, held in 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 any Group Member; andSubsidiary Guarantor; (kd) other Liens securing Indebtedness (i) for Taxes that are not overdue for a period of more than thirty (30) days or other obligations that are being contested in good faith and by appropriate actions, if adequate reserves with respect thereto are maintained on the books of the applicable Person to the extent required in accordance with GAAP and (ii) arising from judgments or orders for the payment of money not constituting an aggregate principal amount not to exceed $1,000,000.Event of Default under Section 8.01(h);

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, whether including any Subsidiary) now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, except: (a) Liens securing on property or assets of the Obligations Borrowers and Subsidiaries existing on the Closing Date and set forth in Schedule 6.02, provided that are incurred under such Liens shall secure only those obligations which they secure on the Closing Date, and with respect to Liens existing on the property of the Borrowers or Subsidiary Loan DocumentsParties (other than the First-Tier Subsidiaries), extensions, renewals, refinancings or replacements thereof; provided, however, that no such extensions, renewals, refinancings or replacements will extend to or cover any property not theretofore subject to the Lien being extended, renewed, refinanced or replaced; and provided further that the Borrowers and Subsidiary Loan Parties (other than the First-Tier Subsidiaries) may substitute for the property subject to any such Lien other property with substantially the same Fair Market Value and not otherwise subject to the Lien of a Loan Document, so long as the property for which such substitution is made is fully and effectively released from such Lien; (b) any Lien created pursuant to any Indebtedness permitted under Section 6.01(e) and extensions, renewals, refinancings, or replacements thereof to the same extent permitted under paragraph (a) above; (c) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on in favor of the Closing Date Administrative Agent, Collateral Agent and listed on Schedule 7.3(d), 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;Lenders; and (e) unperfected Liens on property of the modification, replacement, extension Borrowers 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 Subsidiary Loan Parties (other than after acquired property that is affixed First-Tier Subsidiaries) in favor of other Borrowers or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereofSubsidiary Loan Parties (other than First-Tier Subsidiaries) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 intercompany transactions among Borrowers 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Subsidiary Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Parties.

Liens. CreateNone of the Obligors or any Restricted Subsidiary will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the Loan DocumentsPermitted Encumbrances; (b) Permitted LiensLiens created by the Security Documents; (c) Liens securing Indebtedness any Lien on any property or asset of the Borrower or any other Restricted Subsidiary incurred pursuant to Section 7.2(f) to finance existing on the acquisition of fixed or capital assetsdate hereof and set forth in Schedule 6.02; provided that (i) such liens Lien shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber apply to any property or asset of the Borrower or any Restricted Subsidiary other than the such property financed by or asset to which such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing Lien applies on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Effective Date and (ii) such Lien shall secure only those obligations that which it secures on the date hereof and any modifications, refundings, refinancings, extensions, renewals and 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 obligations permitted by Section 7.2construction 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) the modification, replacement, extension or renewal Liens on assets of any Lien permitted Restricted Subsidiary in existence on the date such Restricted Subsidiary is acquired by clauses the Borrower (cbut not created in connection with such acquisition) 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by securing Indebtedness permitted under Section 7.2 and proceeds and products thereof6.01(f); provided that (i) or the modification, refunding, refinancing, replacement, extension or renewal such Lien shall not apply to any property of asset of the Indebtedness Borrower or any other Restricted Subsidiary and (ii) such Lien shall secure only those obligations secured thereby as permitted by Section 7.2which it secures on the date of such acquisition; (f) Liens arising out on the assets of conditional sale, title retention, consignment or similar arrangements for sale any Restricted Subsidiary that is a Foreign Subsidiary securing Indebtedness of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business such Restricted Subsidiary permitted by this Agreement;under Section 6.01(j); and (g) 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; (h) 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 on cash securing obligations of the Parent Guarantor or any Borrower to providers of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising vault services with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000cash.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets (including the Purchased Vessel), whether now owned or hereafter acquired, except: (a) Liens securing on the Obligations that are incurred Purchased Vessel under the Loan DocumentsMortgage; (b) Permitted LiensLiens on the Other Vessel named “Brilliance of the Seas” existing as of the date hereof and securing the Existing Debt (and any Lien on such Other Vessel securing any refinancing of the Existing Debt, so long as such Other Vessel was subject to a Lien securing the Indebtedness being refinanced immediately prior to such refinancing); (c) Liens securing Indebtedness on assets (including shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the date of this Agreement) acquired after the date hereof (whether by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries (other than (i) an Existing Principal Subsidiary incurred pursuant to Section 7.2(for (ii) to finance any other Principal Subsidiary which, at any time, after three (3) months after the acquisition of fixed a Vessel, owns such Vessel free of any mortgage Lien), which Liens were created solely for the purpose of securing Indebtedness representing, or capital incurred to finance, refinance or refund, the cost (including the cost of construction) of such assets; provided that , so long as (iA) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do assets is not at any time encumber any property other than otherwise prohibited by the property financed by such Indebtedness terms of this Agreement and (iiB) each such Lien is created within three (3) months after the amount acquisition of Indebtedness secured thereby is not increasedthe relevant assets; (d) in addition to other Liens existing on permitted under this Clause 9.3 (Liens), Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under paragraph (d) of Clause 9.2 (Indebtedness), at any one time outstanding and not exceeding the Closing Date greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (i) three point five per cent. (3.5%) of the total assets of the Borrower and listed on Schedule 7.3(dits Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter or (ii) four hundred and fifty million Dollars ($450,000,000), provided that that, with respect to each such item of Indebtedness, the fair market value of the assets subject to Liens securing such Indebtedness (idetermined at the time of the creation of any such Lien) no shall not exceed two (2) times the aggregate principal amount of such Lien is spread to cover Indebtedness (and for purposes of this paragraph (d), the fair market value of any additional property after assets shall be determined (A) in the Closing Date case of any Vessel, by an Approved Appraiser selected by the Borrower and (iiB) such Lien shall secure only those obligations that it secures on in the date hereof and case of any modificationsother assets, refundings, refinancings, extensions, renewals and replacements by an officer of such obligations permitted the Borrower or by Section 7.2the board of directors of the Borrower); (e) Liens on assets acquired after the modification, replacement, extension date hereof by the Borrower or renewal any 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 its Subsidiaries (other than after assets (i) acquired property by any Subsidiary that is affixed an Existing Principal Subsidiary or incorporated into (ii) acquired by any other Principal Subsidiary which, at any time, owns a Vessel free of any mortgage Lien) so long as (A) the property covered acquisition of such assets is not otherwise prohibited by the terms of this Agreement and (B) each of such Lien Liens existed on such assets before the time of its acquisition and was not created by the Borrower or financed by Indebtedness permitted under Section 7.2 and proceeds and products any of its Subsidiaries in anticipation thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out on any asset of conditional sale, title retention, consignment any corporation that becomes a Subsidiary of the Borrower (other than a corporation that also becomes a Subsidiary of an Existing Principal Subsidiary) after the date hereof so long as (i) the acquisition or similar arrangements for sale creation of goods entered into such corporation by the Parent Guarantor Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such Liens are in existence at the time such corporation becomes a Subsidiary of the Borrower and were not created by the Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementanticipation thereof; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar securing Government-related Obligations; (h) Liens attaching to commodity trading accounts for taxes, assessments or other brokerage accounts governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings; (i) Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business and for sums not for speculative purposesoverdue or being diligently contested in good faith by appropriate proceedings; (hj) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits; (k) Liens for current crew’s wages and salvage; (l) Liens arising by operation of law as the result of the Parent Guarantor furnishing of necessaries for the Purchased Vessel or any Other Vessel so long as the same are discharged in the ordinary course of its Subsidiaries business or are being diligently contested in good faith by appropriate proceedings; (m) Liens on the Purchased Vessel and/or any Other Vessel that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred in the course of or incidental to trading the Purchased Vessel and/or such Other Vessels (as applicable) in connection with repairs or other work to the Purchased Vessel and/or such Other Vessels (as applicable); or (iii) were incurred in connection with work to the Purchased Vessel and/or such Other Vessels (as applicable) that is required to be performed pursuant to applicable law, rule, regulation or order, provided that, in each case described in this paragraph (m), such Liens are either (A) discharged in the ordinary course of business or (B) being diligently contested in good faith by appropriate proceedings; (n) normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to purchase orders bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions; (o) Liens in respect of rights of set-off, recoupment and other agreements entered into holdback in favor of credit card processors securing obligations in connection with customers of the Parent Guarantor or any of its Subsidiaries credit card processing services incurred in the ordinary course of business;; and (ip) Liens on cash collateral to secure or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Clause 9.2(f) or securing letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent that support such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000obligations.

Liens. CreateThe Company shall not, nor shall it permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documentspayment of any Secured Obligations; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed set forth on Schedule 7.3(d), provided 9.03 securing solely the Specified Existing Indebtedness specified to be secured by such Liens on such Schedule; (c) Liens on accounts receivable that (i) no such Lien is spread to cover any additional property after have been purchased by funding of Specified Additional Factoring Indebtedness and the Closing Date and (ii) such Lien shall secure only those obligations that it secures on proceeds thereof securing the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements payment of such obligations Specified Additional Factoring Indebtedness; (d) Liens on Collateral securing Indebtedness permitted by Section 7.29.02(f); provided that any such Liens are subordinated to the Liens securing the Secured Obligations in a manner satisfactory to the Administrative Agent; (e) provided on accounts receivable that have been purchased by funding of Specified Additional Factoring Indebtedness and the modification, replacement, extension or renewal proceeds thereof securing the payment 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2Specified Additional Factoring Indebtedness; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business on Cash Equivalents securing Indebtedness permitted by this AgreementSection 9.02(g); (g) 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;that constitute Excepted Liens; and (h) Liens that are contractual rights securing Indebtedness expressly permitted by Section 9.02(h). No intention to subordinate the first priority Lien granted in favor of set-off (i) relating the Collateral Agent, for the benefit of the Secured Parties is to be hereby implied or expressed by the establishment permitted existence of depository relations with banks not given Liens permitted under this Section 9.03 or the use of the phrase “subject to” when used in connection with the issuance of Indebtedness, (ii) 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by this Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real 9.03 or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000otherwise.

Liens. Create, incur, assume, assume or suffer to exist any Lien of any nature upon or with respect to any of its propertytheir respective Properties, whether now owned or hereafter acquired, except: (a) Liens securing existing on the Obligations Execution Date and disclosed in Schedule 1 hereto and any renewals/extensions or amendments thereof, provided that the obligations secured or benefited thereby are incurred under not increased (except as expressly contemplated by the Loan Documentscontracts or other instruments governing such Liens, as in effect on the Execution Date); (b) Permitted LiensLiens in favor of the Security Trustee pursuant to the Security Documents; (c) Liens securing Indebtedness of the Borrower Permitted Guarantor Encumbrances or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedPermitted Liens; (d) Liens existing on personal property acquired by the Closing Date and listed on Schedule 7.3(d), provided Guarantor or any of its Restricted Subsidiaries that (i) no such Lien is spread to cover any additional property after were in existence at the Closing Date and (ii) such Lien shall secure only those obligations that it secures on time of the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements acquisition of such obligations permitted by Section 7.2Property and were not created in contemplation of such acquisition; (e) Liens on real property acquired by the modification, replacement, extension Guarantor or renewal any of any Lien permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or its Restricted Subsidiaries for use in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal business of the Indebtedness Guarantor or other obligations secured thereby as permitted by Section 7.2such Restricted Subsidiary; (f) Liens arising out on Property or Equity Interests of conditional salea Person at the time such Person, title retentionas permitted by this Annex F, consignment becomes a Restricted Subsidiary or similar arrangements for sale of goods entered is merged or consolidated with or into by the Parent 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 ordinary course of business permitted by this AgreementGuarantor or any other Restricted Subsidiary thereof; (g) Liens encumbering reasonable customary initial deposits 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 margin deposits any insurance, licenses, permits, authorizations and similar Liens attaching to commodity trading accounts construction or other brokerage accounts incurred in launch contracts relating thereto, and (ii) any such Lien shall be created concurrently with or within twelve (12) months following the ordinary course acquisition of business and not for speculative purposessuch Property, insurance or services; (h) 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 securing obligations of the Parent Guarantor or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or under any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessSecured Hedging Agreement; (i) Liens securing Permitted Additional Indebtedness (and any related banking services or cash management obligations); provided that the Senior Secured Leverage Ratio (calculated on cash collateral a Pro Forma Basis after giving effect to secure letters the incurrence of credit used for such Indebtedness (assuming the account borrowing of the Loan Parties or any maximum credit thereunder) and the application of their respective Subsidiaries in the ordinary course of business consistent with past practices proceeds therefrom) shall be no greater than 3.25 to the extent such letters of credit are permitted by Section 7.2(l)1.00; (j) to the extent constituting Liens, Liens securing Indebtedness permitted under Clause C.10(k); (k) Liens encumbering (i) ECA Assets securing Permitted ECA Financings and (ii) assets of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group MemberForeign Restricted Subsidiaries securing Indebtedness permitted under Clause C.10(m)(ii); and (kl) other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (i) $1,000,00050,000,000 and (ii) an amount equal to 2.5% of the Consolidated Total Assets as of the Guarantor’s most recent Fiscal Quarter end for which financial statements prepared on a consolidated basis in accordance with GAAP are available.

Liens. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, except: (ai) Liens securing the Obligations that are incurred created under the Loan Documents; (bii) Permitted LiensEncumbrances; (ciii) Liens existing on the Effective 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 (1) after-acquired property that is affixed or incorporated into the property covered by such Lien and (2) 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 of the Borrower or any other Subsidiary incurred pursuant to permitted under Section 7.2(f) to finance the acquisition of fixed or capital assets6.01(a)(v); provided that (iA) such liens shall be created substantially simultaneously Liens attach concurrently with or within 270 days after the acquisition acquisition, construction, repair, replacement or improvement (as applicable) of the property subject to such fixed or capital assetsLiens, (iiB) 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 (iiC) with respect to Capitalized 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 Capitalized 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) 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; (vi) 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; (vii) 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; (viii) Liens on property of any Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Subsidiary permitted under Section 6.01; (ix) Liens granted by a Subsidiary that is not a Loan Party in favor of any Loan Party and Liens granted by a Loan Party in favor of any other Loan Party; (x) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case after the Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that (A) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (B) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and, in the case of a Person becoming a Subsidiary, other than after-acquired property of such Person under 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 such after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the amount of Indebtedness secured thereby is not increasedpermitted under Section 6.01(a)(v) or Section 6.01(a)(vii); (dxi) Liens existing on any interest or title of a lessor under leases (other than leases constituting Capitalized Lease Obligations) entered into by any of the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover Borrower or any additional property after Subsidiaries in 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 ordinary course of such obligations permitted by Section 7.2business; (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fxii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any of the Parent Guarantor Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementbusiness; (gxiii) Liens deemed to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Permitted Investments”; (xiv) 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; (hxv) Liens that are contractual rights of set-off setoff (iA) relating to the establishment of depository relations with banks not given in connection with the issuance incurrence of Indebtedness, (iiB) 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 the Parent Guarantor or any of Borrower and its Subsidiaries or (iiiC) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (ixvi) ground leases in respect of real property on which facilities owned or leased by the Borrower or any of the Subsidiaries are located; (xvii) Liens on cash collateral insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (xviii) other Liens; provided that at the time of the granting of and after giving Pro Forma Effect to secure letters any such Lien and the obligations secured thereby (including the use of credit used proceeds thereof) the aggregate face amount of obligations secured by Liens existing in reliance on this clause (xix) shall not exceed an amount equal to the greater of (x) $25,000,000 and (y) 9.0% of Consolidated EBITDA for the account most recently ended Test Period; (xix) Liens on assets of the Loan Parties or FreedomRoads Entities and Equity Interests of any of their respective Subsidiaries in the ordinary course of business consistent with past practices FreedomRoads Entities securing Indebtedness permitted pursuant to the extent such letters of credit are permitted by Section 7.2(l6.01(a)(xviii); (jxx) to Liens on the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member Collateral securing Indebtedness permitted pursuant to any similar arrangement, Section 6.01(a)(viii) and (xx); provided that such Customer Lien Liens shall not extend be junior to any property of any Group Memberthe Liens on the Collateral securing the Obligations on the terms set forth in an intercreditor agreement reasonably satisfactory to the Administrative Agent; and (kxxi) other Liens on the Collateral securing Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt and Additional Notes (but only if such Additional Notes and the related Liens meet the requirements set forth in clauses (a), (d), (e) and (f) of the definition of Permitted First Priority Refinancing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Permitted Second Priority Refinancing Indebtedness).

Liens. CreateThe Company shall not, and shall not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist exist, directly or indirectly, any Lien upon on any of its propertyor their property (whether real or personal, including, without limitation, accounts receivable and inventory) or any interest it or they may have therein, whether now owned at the date hereof or hereafter acquiredacquired (unless, exceptin the case of any Lien of or upon the property of any of its Subsidiaries, all obligations and indebtedness thereby secured are held by the Company or any of its Subsidiaries); provided that the provisions of this Section 5.02(a) shall not prevent or restrict the existence or creation of: (ai) Liens securing the Obligations that are incurred under the Loan Documentson cash collateral or other assets pursuant to this Agreement or any related agreement entered into in connection with this Agreement; (bii) Permitted Lienscustomary rights of setoff upon deposit accounts and securities accounts of cash in favor of banks or other depository institutions and securities intermediaries; (ciii) Liens securing Indebtedness on the assets of the Borrower Company or any other Subsidiary incurred pursuant to Section 7.2(fof its Subsidiaries existing on the date hereof and set forth on Schedule 5.02(a) to finance the acquisition of fixed and any renewals, replacements or capital assetsextensions thereof; provided that (ia) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, property covered thereby is not changed (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness any improvements thereto and proceeds thereof) and (iib) the aggregate principal amount of Indebtedness secured thereby is not increased; (d) Liens existing on increased above the Closing Date and listed on Schedule 7.3(d), 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 commitment or limits as in effect on the date hereof except in an amount equal to the fees and any modifications, refundings, refinancings, extensions, renewals and replacements expenses of such obligations permitted by Section 7.2renewal, replacement or extension; (eiv) the modificationLicenses (including licenses of patents, replacementtrademarks, extension copyrights, and other intellectual property rights), operating leases or renewal of any Lien subleases permitted by clauses (c) and (d) above and clauses (f) and (g) of this Section 7.3 upon or hereunder granted to other Persons in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into ordinary course of business not interfering in any material respect with the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal business of the Indebtedness Company or other obligations secured thereby as permitted by Section 7.2any of its Subsidiaries; (fv) Liens arising pursuant to any hedging arrangement, swap arrangement or similar arrangements entered into in the ordinary course of business; (vi) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted business, and any products or proceeds thereof to the extent covered by this Agreementsuch Liens; (gvii) Liens encumbering reasonable customary initial deposits for taxes or assessments or governmental charges or levies or securing judgements for the payment of money not constituting a Default not then due and margin deposits and similar Liens attaching to commodity trading accounts delinquent or the validity of which is being contested in good faith; (viii) materialmen's, xxxxxxxx's, carrier's, workmen's, repairmen's, landlord's or other brokerage accounts like Liens, or deposits to obtain the release of such Liens; (ix) pledges or deposits to secure the performance of bids, trade contracts (other than for borrowed money), insurance contracts, leases, statutory obligations, worker’s compensation, unemployment insurance and other social security legislation, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and not for speculative purposes(including deposits to secure letters of credit issued to secure any such obligation); (hx) licenses, easements, rights of way and other similar encumbrances imposed by law or arising in the ordinary course of business that do not secure any monetary obligations, or zoning or other restrictions as to the use of real properties, the existence of which, in the aggregate, does not materially interfere with the operation of the business of the Company or its Subsidiaries; (xi) Liens that are contractual rights of set-off or upon (iA) relating any property or assets acquired by the Company or any of its Subsidiaries (whether by purchase, merger or otherwise) after the date hereof and not theretofore owned by the Company or any of its Subsidiaries, or (B) improvements made on any property or assets now owned or hereafter acquired, securing the purchase price thereof or created or incurred simultaneously with, or within 180 days after, such acquisition or the making of such improvements or existing at the time of such acquisition (whether or not assumed) or the making of such improvements, if (x) such Lien shall be limited to the establishment property or assets so acquired or the improvements so made, (y) the amount of depository relations with banks the obligations or indebtedness secured by such Liens shall not given be increased after the date of the acquisition of such property or assets or the making of such improvements, except to the extent improvements are made to such property or assets after the date of the acquisition or the making of the initial improvements, and (z) in connection each instance where the obligation or indebtedness secured by such Lien constitutes an obligation or indebtedness of, or is assumed by, the Company or any of its Subsidiaries, the principal amount of the obligation or indebtedness secured by such Lien shall not exceed 100% of the cost or fair value (which may be determined in good faith by the Board of Directors of the Company), whichever is lower, of the property or assets or improvements at the time of the acquisition or making thereof; (xii) Liens arising under operating leases, purchase money indebtedness existing on the date hereof and Capitalized Leases; (xiii) Liens on property of a Person existing at the time such corporation is merged into or consolidated with the issuance Company or any of Indebtednessits Subsidiaries or at the time of a sale, (ii) relating to pooled deposit lease or sweep accounts other disposition of the Parent Guarantor properties of a corporation as an entirety or substantially as an entirety to the Company or any of its Subsidiaries, which Liens were not incurred in anticipation of such transaction; (xiv) Liens on or other conveyances of property owned by the Company or any of its Subsidiaries in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any State thereof, or in favor of any other country, or any political subdivision thereof, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such mortgages; (xv) Liens on accounts receivable sold to Xxxxxxx Chemical Financial Corporation, a Delaware corporation and a wholly owned (directly or indirectly) special purpose entity of the Company or any other wholly owned (directly or indirectly) special purpose entity of the Company, arising under the Company's securitization program or precautionary liens on accounts receivable sold by the Company or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businessa third party factor; (ixvi) Liens on cash collateral (including Liens to secure letters of credit used for the account judgments) not otherwise permitted by this Section 5.02(a) securing obligations of the Loan Parties Company or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations Subsidiary thereof in an aggregate principal amount outstanding at any one time not to exceed $1,000,000an amount equal to 15% of Consolidated Net Tangible Assets at such time; and (xvii) renewals, extensions or replacements of the Liens referred to in clauses (ii) through (xvi) for amounts which shall not exceed the principal amount of the obligations or Indebtedness so renewed or replaced at the time of the renewal or replacement thereof and applying only to the same property or assets theretofore subject to such Liens.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether property or asset now owned or hereafter acquiredacquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens securing the Obligations that are incurred under the Loan Documents; (bi) Permitted Liens; (cii) Liens created under the Security Documents; (iii) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 8.3(b) so long as such Liens cover only additional preference stock (and all Capital Stock, instruments, certificates, rights or securities that may at any time or from time to time be issued or distributed to the Borrower in respect thereof) and related rights (other than any such collateral covered by the Security Documents) issued in respect of such additional Indebtedness and rights under the support agreement related thereto, together with all general intangibles, books and records, investment property, intercompany notes, proceeds and products thereofpertaining to the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing and any Lien created in accordance with the provisions of Section 8.3(e)(i)(C) (or the modificationequivalent provisions of any Permitted Facility), refunding, refinancing, replacement, extension or renewal in each case pursuant to documentation containing terms substantially corresponding to and consistent with the relevant provisions of the Indebtedness Security Documents or any other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods agreement entered into by the Parent Guarantor Borrower or any of its Subsidiaries in accordance with the ordinary course provisions of business Section 8.3(e)(i)(C) (or the equivalent provisions of any Permitted Facility), with the addition of intercreditor provisions; and (iv) any extension, renewal or refunding of any Lien permitted by this Agreement; (g) 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; (h) Liens that are contractual rights of set-off clause (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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating above on the same assets or property previously subject thereto; provided that no extension, renewal or refunding of any such Lien shall increase the principal amount of any Indebtedness secured thereby immediately prior to purchase orders and other agreements entered into with customers of the Parent Guarantor such extension, renewal or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent refunding, unless such letters of credit are Indebtedness is permitted by Section 7.2(l8.3(b); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.

Liens. Create(a) The Issuer shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume, assume or suffer to exist any Lien upon (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee, on any asset or property of its propertythe Issuer or any Restricted Guarantor, whether now owned or hereafter acquiredany income or profits therefrom, exceptor assign or convey any right to receive income therefrom, unless: (a1) in the case of Liens securing Subordinated Indebtedness, the Notes and 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 the Guarantees are equally and ratably secured. (b) Section 4.12(a) hereof shall not apply to (i) Liens securing the Notes (including PIK Notes) and the related Guarantees or the Exchange Notes (including PIK Notes issued in respect thereof) and related guarantees, (ii) Liens securing Obligations under any Indebtedness and related guarantees under Credit Facilities, including any letter of credit facility relating thereto, that are was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (iii) 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 subclause (iii), at the Loan Documents; (b) Permitted Liens;time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 6.75 to 1.0. (c) Liens securing Indebtedness Any Lien created for the benefit of the Borrower or any other Subsidiary incurred Holders of the Notes pursuant to this Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens 4.12 shall be created substantially simultaneously with deemed automatically and unconditionally released and discharged upon the acquisition release and discharge of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such applicable 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 described in clauses (c1) and (d) above and clauses (f) and (g2) of this Section 7.3 upon or in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof4.12(a) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000hereof.

Liens. CreateEach of the Parent and the Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except: (a) Liens securing the Obligations that are incurred under the Loan Documentspayment of any Obligations; (b) Permitted Excepted Liens; (c) Liens securing Indebtedness Capital Leases and purchase money Debt permitted by Section 9.02(b); provided that any such Lien shall encumber only the asset acquired and proceeds thereof with the proceeds of the Borrower or any other Subsidiary such Debt; provided, further, that individual financings otherwise permitted to be incurred pursuant to Section 7.2(f9.02(b) and subject to finance a Lien permitted pursuant to this Section 9.03(c) provided by one Person (or its affiliates) may be cross collateralized to other such financings permitted to be incurred pursuant to Section 9.02(b) and subject to a Lien permitted pursuant to this Section 9.03(c) provided by such Person (or its affiliates); (d) Title defects that exist with respect to Mortgaged Property that is described in and subject to the acquisition of fixed or capital assetsprocedures set forth in Section 8.12(c); provided and (e) Liens on Property securing Debt permitted by Section 9.02(f) and Section 9.02(g); provided, however, that (i) such liens shall be created substantially simultaneously with Liens, if any, securing such Debt are subordinate to the acquisition of such fixed or capital assetsLiens securing the Obligations, (ii) such Liens do not at any time encumber any property this Agreement and the other than Loan Documents pursuant to the property financed by such Indebtedness Intercreditor Agreement and (ii) both before and after giving effect to the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 incurrence 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 IndebtednessLien, (iiA) relating to pooled deposit or sweep accounts each of the Parent Guarantor and the Borrower has, or any of has caused its Subsidiaries to, first grant to permit satisfaction of overdraft or similar obligations incurred the Administrative Agent to secure the Obligations a prior Lien on the same Property pursuant to Security Instruments in form and substance satisfactory to the ordinary course of business Administrative Agent to the extent a prior Lien has not already been granted to the Administrative Agent on such Property (and in connection therewith, each of the Parent Guarantor and the Borrower shall, or any of shall cause its Subsidiaries or to, execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent); and (iiiB) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that Borrower is in compliance with the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000Intercreditor Agreement.

Liens. CreateNeither the Borrower nor any of its Subsidiaries shall directly or indirectly create, incur, assume, assume or suffer permit to exist any Lien upon on or with respect to any of its property, whether now owned their respective property or hereafter acquired, assets except: (ai) Liens created by the Loan Documents or otherwise securing the Obligations that are incurred under the Loan DocumentsObligations; (bii) Permitted Existing Liens; (iii) Customary Permitted Liens; (civ) purchase money Liens (including the interest of a lessor under a Capitalized Lease and Liens to which any property is subject at the time of the Borrower’s acquisition thereof) securing Indebtedness permitted pursuant to Section 7.3(A)(ix); provided that such Liens shall not apply to any property of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property its Subsidiaries other than the property financed by that purchased or subject to such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedCapitalized Lease; (dv) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread with respect 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of its Subsidiaries after the Closing Date (and not created in contemplation of such acquisition) pursuant to a Permitted Acquisition; provided, that such Liens shall extend only to the ordinary course of business permitted by this Agreementproperty so acquired; (gvi) Liens encumbering reasonable customary initial deposits securing the non-delinquent performance of surety, appeal and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in performance bonds obtained by the ordinary course of business and not for speculative purposes; (h) 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 Parent Guarantor Borrower or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries Subsidiary in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (kvii) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0003,000,000 in the aggregate. In addition, neither the Borrower nor any of its Subsidiaries shall become a party to any agreement, note, indenture or other instrument, or take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of the Lender, as collateral for the Obligations.

Liens. Create, No Group Member shall incur, assume, maintain or otherwise suffer to exist any Lien upon or with respect to any of its property, whether now owned or hereafter acquired, exceptor assign any right to receive income or profits, except for the following: (a) Liens securing the Obligations that are incurred under the created pursuant to any Loan DocumentsDocument; (b) Customary Permitted LiensLiens of Group Members; (c) Liens securing Indebtedness existing on the date hereof and set forth on Schedule 8.2; (d) Liens on the property of the Borrower or any other Subsidiary incurred pursuant to of its Subsidiaries securing Indebtedness permitted hereunder in reliance upon Section 7.2(f) to finance the acquisition of fixed or capital assets8.1(c); provided provided, however, that (i) such liens shall be created Liens exist prior to the acquisition of, or attach substantially simultaneously with with, or within 90 days after, the acquisition of acquisition, repair, improvement or construction of, such fixed property financed, whether directly or capital assetsthrough a Permitted Refinancing, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) such Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 do not extend to any property of any Group MemberMember other than the property (and proceeds thereof) acquired or built, or the improvements or repairs, financed, whether directly or through a Permitted Refinancing, by such Indebtedness; provided, however, that in the case of Indebtedness permitted pursuant to Section 8.1(c), Liens securing such Indebtedness may attach to property of any Group Member so long as such property is not Collateral otherwise subject to a Lien in favor of any Lender; (e) Liens on the property of the Borrower or any of its Subsidiaries securing Indebtedness permitted hereunder, and liens on the Stock of a Non-Recourse Subsidiary permitted hereunder, in each case, in reliance upon Section 8.1(b) or Section 8.1(d); provided, however, that such Liens do not extend to any property of any Group Member other than the property (and proceeds thereof) acquired or built or securing the Indebtedness assumed, or the improvements or repairs, financed, whether directly or through a Permitted Refinancing, by such Indebtedness; (f) Liens on the property of the Borrower or any of its Subsidiaries securing the Permitted Refinancing of any Indebtedness secured by any Lien on such property permitted hereunder in reliance upon clause (c) , (d) or (e) above without any change in the property subject to such Liens; and (kg) other Liens (i) on any property of the Borrower or any of its Subsidiaries securing any of their Indebtedness or their other obligations in an liabilities; provided, however, that the aggregate outstanding principal amount of all such Indebtedness and other liabilities shall not to exceed $1,000,00010,000,000 at any time, and (ii) that do not attach to any Collateral.

Liens. CreateThe Loan Parties will not, and will not permit any of their Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents[Reserved]; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other Subsidiary incurred pursuant than deposits intended as cash collateral) in the ordinary course of business; (d) judgment and attachment liens (and surety bonds related thereto) not giving rise to Section 7.2(fan 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) to finance Liens on any property or asset of the acquisition 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 assetsassets 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 liens shall be created substantially simultaneously with 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 Borrowing Base Assets, the equity interests held directly or indirectly by the REIT Guarantor in any Loan Party or the equity interests held directly or indirectly by the Borrower in any Subsidiary Loan Party) securing Indebtedness permitted pursuant to Section 7.1(c), (iid) or (h) and, with respect to any such Liens do not at any time encumber any property other than the property financed by Indebtedness, Hedging Obligations entered into in connection with such Indebtedness and (ii) secured by the amount of Indebtedness secured thereby is not increasedsame collateral as such Indebtedness; (dh) Liens existing on arising by virtue of deposits made in the Closing Date and listed on Schedule 7.3(d), provided that ordinary course of business to secure liability for premiums to insurance carriers; and (i) no such Lien is spread deposits to cover any additional property after secure the Closing Date performance of bids, trade contracts, leases and licenses, statutory obligations, surety bonds (ii) such Lien shall secure only those other than bonds related to judgments or litigations), performance bonds and other obligations that it secures on of a like nature incurred in the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements ordinary course of such obligations permitted by Section 7.2business; (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fj) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods not prohibited by this Agreement and entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent REIT Guarantor or any of its Subsidiaries in the ordinary course of business; (ik) Liens on cash collateral and Permitted Investments deposited to secure letters of credit used for 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 account of the Loan Parties REIT Guarantor or any of their respective 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 any letter of intent or purchase agreement in respect of an Acquisition, Investment or Disposition permitted by this Agreement; (m) licenses and sub-licenses of Intellectual Property in the ordinary course of business consistent with past practices business; (n) Liens on or in any fixed or capital assets to secure the extent purchase price or the cost of construction or improvement of such letters fixed or capital assets or to secure Indebtedness incurred solely for the purpose of credit are 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 7.2(l7.1(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 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; (o) 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. Liens on insurance policies and proceeds and premiums thereof or related thereto, securing Indebtedness permitted under Section 7.1(o); (jp) extensions, renewals, or replacements of any Lien referred to in subsections (e), (f) and (g) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased (other than in an amount not to exceed unpaid interest, fees and premiums, and expenses incurred in connection therewith) and that any such extension, renewal or replacement is limited to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Memberassets originally encumbered thereby; and (kq) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0001,000,000 in the aggregate at any time outstanding.

Liens. CreateThe Borrower will not, nor will permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon or with respect to any property or assets of its property, any kind of the Borrower or any such Subsidiary whether now owned or hereafter acquired, exceptexcept that the foregoing shall not apply to: (a) Liens securing the Obligations that are incurred under the Loan Documentsany Standard Permitted Lien; (b) Permitted Liens in existence on the Restatement Effective Date that are listed in Schedule 6.03 hereto and extensions or renewals of such Liens, so long as such Liens being extended or renewed do not extend to any other property or assets other than proceeds and replacements and the aggregate principal amount of Indebtedness secured by such Liens is not increased (except as contemplated by Section 6.04(b)); (c) Liens securing (i) that are placed upon fixed or capital assets, acquired, constructed or improved by the Borrower or any Subsidiary, provided that (A) such Liens only secure Indebtedness permitted by Section 6.04(f)(ii), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and (C) such Liens shall not apply to any other property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed Subsidiary; or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens do Liens, provided that the principal amount of such Indebtedness is not at increased and such Indebtedness is not secured by any time encumber any property additional assets other than the property financed by such Indebtedness proceeds and (ii) the amount of Indebtedness secured thereby is not increasedreplacements; (d) Liens existing on the Closing Date and listed on Schedule 7.3(dsecuring Indebtedness permitted pursuant to Sections 6.04(f)(i), 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) vendor Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries granted in the ordinary course of business in connection with the customary terms for purchase of materials, supplies and equipment; (f) any Lien granted pursuant to the Loan Documents securing any of the Obligations or any obligations under any Hedge Agreement permitted by this Agreementpursuant to Section 6.04(h); (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts existing on property at the time of the acquisition thereof by the Borrower or other brokerage accounts incurred any Subsidiary, provided that such Lien was not created in the ordinary course contemplation of business and not for speculative purposessuch acquisition; (h) Liens that are contractual with respect to any accounts and related 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating and assets subject to purchase orders and other agreements entered into with customers of the Parent Guarantor or pursuant to any of its Subsidiaries in the ordinary course of businessPermitted Securitization Transaction; (i) Liens on cash collateral securing Indebtedness of a Loan Party under any capital markets or private placement debt agreement (including any agreements with respect to convertible debt securities) or bilateral or syndicated loan agreement; provided that Liens have been or will be substantially simultaneously granted to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries Obligations on an equal and ratable basis pursuant to appropriate security documents, and subject to an intercreditor agreement, in the ordinary course of business consistent with past practices each case, reasonably acceptable to the extent such letters of credit are permitted by Section 7.2(l)Administrative Agent and the Borrower; (j) Liens securing Indebtedness of any Subsidiary owed to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer Borrower or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group MemberLoan Party; and (k) other in addition to any Lien permitted pursuant to any of the foregoing subparts, Liens securing Indebtedness or other obligations in an of the Borrower or any of its Subsidiaries, so long as at the time of and after giving effect to the incurrence of such obligations (i) the aggregate principal amount of all such obligations secured by Liens pursuant to this clause (k) does not at any time exceed an amount equal to 12.5% of Consolidated Total Tangible Assets and (ii) the aggregate principal amount of (x) all such obligations secured by Liens permitted pursuant to this clause (k) and (y) all Indebtedness permitted pursuant to Section 6.04(l), when taken together (without duplication in the case of Indebtedness secured by Liens permitted pursuant to this clause (k)), does not at any time exceed an amount equal to the greater of $1,000,000465,000,000 and 25% of Consolidated Total Tangible Assets.

Liens. CreateThe Loan Parties will not, and will not permit any of their Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon on any of its property, whether assets or property now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documents[Reserved]; (b) Permitted LiensEncumbrances; (c) Liens securing Indebtedness customary rights of set-off, revocation, refund or chargeback under deposit agreements or under the Uniform Commercial Code or common law of banks or other financial institutions where the Borrower or any of its Subsidiaries maintains deposits (other Subsidiary incurred pursuant than deposits intended as cash collateral) in the ordinary course of business; (d) judgment and attachment liens (and surety bonds related thereto) not giving rise to Section 7.2(fan 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) to finance Liens on any property or asset of the acquisition 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 assetsassets 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 liens shall be created substantially simultaneously with 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, ; (iig) such Liens do not at any time encumber on any property or asset of the Loans Parties or any of their Subsidiaries (other than Unencumbered Properties, the property financed 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 (ii) secured by the amount of Indebtedness secured thereby is not increasedsame collateral as such Indebtedness; (dh) Liens existing on arising by virtue of deposits made in the Closing Date and listed on Schedule 7.3(d), provided that ordinary course of business to secure liability for premiums to insurance carriers; and (i) no such Lien is spread deposits to cover any additional property after secure the Closing Date performance of bids, trade contracts, leases and licenses, statutory obligations, surety bonds (ii) such Lien shall secure only those other than bonds related to judgments or litigations), performance bonds and other obligations that it secures on of a like nature incurred in the date hereof and any modifications, refundings, refinancings, extensions, renewals and replacements ordinary course of such obligations permitted by Section 7.2business; (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fj) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods not prohibited by this Agreement and entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent REIT Guarantor or any of its Subsidiaries in the ordinary course of business; (ik) Liens on cash collateral and Permitted Investments deposited to secure letters of credit used for 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 account of the Loan Parties REIT Guarantor or any of their respective 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 any letter of intent or purchase agreement in respect of an Acquisition, Investment or Disposition permitted by this Agreement; (m) licenses and sub-licenses of intellectual property in the ordinary course of business consistent with past practices business; (n) Liens on or in any fixed or capital assets to secure the extent purchase price or the cost of construction or improvement of such letters fixed or capital assets or to secure Indebtedness incurred solely for the purpose of credit are 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 7.2(l7.1(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 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; (o) 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 proceeds and premiums thereof or related thereto, securing Indebtedness permitted under Section 7.1(m); (jq) extensions, renewals, or replacements of any Lien referred to in subsections (e), (f) and (g) of this Section; provided that the principal amount of the Indebtedness secured thereby is not increased (other than in an amount not to exceed unpaid interest, fees and premiums, and expenses incurred in connection therewith) and that any such extension, renewal or replacement is limited to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Memberassets originally encumbered thereby; and (kr) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0005,000,000 in the aggregate at any time outstanding.

Liens. CreateNeither the Borrower nor any Subsidiary will create, incur, assume, assume or suffer permit to exist any Lien upon on any of its property, whether Properties (now owned or hereafter acquired), except:except (with respect to the Borrower or any Active Subsidiary): (a) Liens securing the payment of any Obligations (provided, however, that are incurred under nothing contained herein shall prohibit any Inactive Subsidiary from granting Liens to secure the Loan DocumentsObligations); (b) Permitted LiensExcepted Liens (provided, however, that nothing contained herein shall prohibit any Inactive Subsidiary from creating, incurring, assuming, or permitting to exist any Excepted Liens on any of its Properties (now owned or hereafter acquired)); (c) Liens securing Indebtedness of purchase money Debt permitted by Section 6.01(d) only to the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) extent such Liens do not at any time encumber any property other than the property financed by Property for which such Indebtedness purchase money Debt was incurred, and (iiLiens filed as precautionary financing statements in connection with leases allowed under Section 6.01(d) but only on the amount of Indebtedness secured thereby is not increasedProperty under the Lease, or filed as precautionary financing statements in connection with operating leases, but only on the Property under lease; (d) Liens existing on the Closing Date and listed disclosed on Schedule 7.3(d), 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 7.26.02; (e) the modification, replacement, extension Liens on cash 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal securities of the Indebtedness or other obligations secured thereby as permitted by Borrower securing the Debt described in Section 7.2;6.01(e); and (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by securing the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) 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; (h) 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 obligations of the Parent Guarantor or Borrower and the Guarantors under the First Lien Loan Agreement and the other First Lien Loan Documents; provided that such Liens shall not encumber any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person Property that is not subject to a Group Member, that is first priority Lien (subject to priorities set forth in the possession Intercreditor Agreement) in favor of, or control of a Group Memberfor the benefit of, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant the Lenders to any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000secure the Obligations.

Liens. CreateThe Borrower will not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan DocumentsPermitted Encumbrances; (b) Permitted Liens; (c) Liens securing Indebtedness of existing on the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assetsEffective Date and set forth in Schedule 6.02; provided that (i) such liens Lien shall be created substantially simultaneously with not apply to any other asset of the acquisition of such fixed Borrower or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after the Closing Date Restricted Subsidiary and (ii) such Lien shall secure only those obligations that it secures on the date hereof Effective Date and any modifications, refundings, refinancings, extensions, renewals renewals, replacements and replacements refinancings thereof so long as the principal amount of such extensions, renewals, replacements and refinancings does not exceed the principal amount of the obligations being extended, renewed, replaced or refinanced or, in the case of any such obligations constituting Indebtedness, that are permitted by under Section 7.26.01(b) as Refinancing Indebtedness in respect thereof (it being understood that Liens described under Section 6.02(n) below shall be deemed outstanding under such Section 6.02(n) and not under this sub-clause (b)); (c) Liens securing judgments for the payment of money in an amount not resulting (whether immediately or with the passage of time) in an Event of Default under clause (k) of Article VII; (d) Liens on the property of any Receivables Entity pursuant to a Permitted Securitization, and the sale of Receivables and Related Assets pursuant to a Permitted Securitization; (e) the modificationLiens arising in connection with Sale and Leaseback Transactions pursuant to Section 6.09(c), replacement, extension or renewal of any Lien permitted by clauses (c) and (d) above or (e); provided such Liens shall be limited to the property and clauses (f) and (g) of this Section 7.3 upon or in the same assets theretofore subject related to such Lien Sale and Leaseback Transaction (other than after acquired property that is affixed and for the avoidance of doubt, not on Spectrum or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2); (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by securing the Parent Guarantor or Obligations pursuant to the Loan Documents and any of its Subsidiaries Replacement Financing in respect thereof in the ordinary course of business permitted by this Agreementamount and subject to the terms set forth in Section 2.20; (g) Liens encumbering reasonable customary initial deposits created on fixed or capital assets or inventory acquired, constructed or improved by the Borrower or any of its Restricted Subsidiaries and margin deposits financed with Indebtedness permitted under Section 6.01(f); provided that (i) such Liens and similar the Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such construction or improvement and (ii) there are no Liens attaching to commodity trading accounts on any other property or other brokerage accounts incurred in assets of the ordinary course Borrower or any of business and not for speculative purposesits Restricted Subsidiaries that secure such Indebtedness; (h) Liens any Lien existing on any property or asset of any Person that are contractual rights of set-off becomes a Restricted Subsidiary after the Effective Date prior to the time such Person becomes a Restricted Subsidiary; provided that (i) relating to the establishment such Lien is not created in contemplation of depository relations with banks not given or in connection with the issuance of Indebtedness, such Person becoming a Restricted Subsidiary and (ii) relating to pooled deposit there are no Liens on any other property or sweep accounts assets of the Parent Guarantor Borrower or any of its Restricted Subsidiaries to permit satisfaction that secure the Indebtedness of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of businesssuch Person; (i) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure letters banker’s liens, rights of credit used for set-off or similar rights and remedies as to deposit or commodity trading or brokerage accounts or other funds maintained with a creditor depository institution, provided that such accounts and funds are not primarily intended by the account of the Loan Parties Borrower or any of their respective its Restricted Subsidiaries in the ordinary course of business consistent with past practices to provide collateral to the extent such letters of credit are permitted by Section 7.2(l)depository institution or the commodity intermediary; (j) Liens consisting of or arising under (i) agreements to dispose of any property in a Disposition permitted under Section 6.03 (to the extent constituting Liens, such Liens of a Customer arising with respect apply to any real or personal such property owned to be Disposed) and (ii) xxxxxxx money deposits made by such Customer the Borrower or any other Person that is not a Group Member, that is of its Restricted Subsidiaries in the possession connection with any letter of intent or control of a Group Member, held in 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 any Group Member; andpurchase agreement; (k) other Liens on cash collateral in favor of the Administrative Agent securing LC Exposure of the Revolving Credit Lenders and Issuing Banks; (l) Liens on cash collateral in favor of the counterparty to bi-lateral letters of credit or any trustee or paying agent for purpose of satisfying any Indebtedness of the Borrower or any Restricted Subsidiary, to the extent securing any such letters of credit with an aggregate face amount, or obligations relating to such Indebtedness with a principal amount, not exceeding $50,000,000 in the aggregate; (m) additional Liens (including any Liens securing Indebtedness financings permitted by Section 6.01(o)) covering property of the Borrower or other any of its Restricted Subsidiaries (or securing obligations in an aggregate principal amount, at the time of incurrence thereof) that does not exceed $10,000,000 in the aggregate at any time outstanding; provided such Liens shall not be on cash or cash equivalents; provided further that in no event shall this clause (m) permit the incurrence of Liens that would result in an Equal and Ratable Trigger; (n) Liens securing obligations of the Borrower and the Guarantors in respect of the operating lease payments owed to SpectrumCo1 and the related payment and performance undertaking, secured by the Collateral on a pari passu basis or junior basis with the Obligations and securing obligations in an aggregate outstanding amount not to exceed $1,000,0003,500,000,000 at any time (such maximum amount, the “Spectrum Guarantee Cap”); provided that in no event shall this clause (n) permit the incurrence of Liens that would result in an Equal and Ratable Trigger; (o) Liens on the Collateral, securing obligations of the Parent Guarantor, the Borrower and its Restricted Subsidiaries on a pari passu or junior basis to the Liens securing the Obligations and subject to an Intercreditor Agreement, subject to pro forma compliance with the Applicable Debt Cap Test; provided further that in no event shall this clause (o) permit the incurrence of Liens that would result in an Equal and Ratable Trigger; (p) Liens securing Indebtedness of a joint venture; provided the aggregate amount of Indebtedness secured under this clause (p) does not exceed $325,000,000 and such Liens only extend to the assets of such joint venture; (q) back-up Liens granted on customary terms in connection with agreements intended to be absolute assignments or true sales in connection with securitization Sale and Leaseback Transactions permitted hereunder (provided that, for the avoidance of doubt, such Liens are solely on the assets that are the subject of any such securitization Sale and Leaseback Transaction and such securitization Sale and Leaseback Transaction is permitted under this Agreement); and (r) to the extent (and only to the extent) required by the applicable ratings agencies, as determined by the Borrower in good faith by consultation with the concerned rating agencies, in order to obtain ratings at the time such Liens are initially incurred of the higher of (a) the then existing ratings on the outstanding notes of SpectrumCo1 from Fitch or S&P or Xxxxx’x at the time such Liens are initially incurred (it being understood if such ratings are greater than the ratings in the following clause (b) and Liens are being incurred in reliance on this clause (a), such greater ratings cannot have resulted from additional contribution of assets or new credit support given, in each case after the 2018 Incremental Amendment Effective Date, to SpectrumCo1) and (b) BBB (with stable outlook) from Fitch or, BBB (with stable outlook) from S&P or Baa2 (with stable outlook) from Xxxxx’x with respect to the notes to be issued in connection with SpectrumCo2 (and not, for the avoidance of doubt, for the purpose of obtaining higher ratings than those specified in this clause (r)), Liens securing obligations of the Borrower and the Guarantors in respect of the operating lease payments owed to SpectrumCo2 and the related payment and performance undertaking, secured by the Collateral on a pari passu basis or junior basis with the Obligations and securing obligations in an aggregate outstanding amount not to exceed $3,500,000,000 at any time; provided that in no event shall this clause (r) permit the incurrence of Liens that would result in an Equal and Ratable Trigger.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person) of the Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, whether now owned or hereafter acquiredexcept the following (collectively, except:“Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance and the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens Subsidiaries existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover any additional property after 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 in an aggregate principal amount in excess of $1,000,000, set forth on Schedule 6.02(a), and (ii) any modifications, replacements, renewals or extensions thereof; provided, that such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 Lien, and (B) proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (fb) 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; (c) [Reserved]; (d) Liens arising out 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 landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, suppliers’, 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 conditional salewhich, title retentionif applicable, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of Subsidiary shall have set aside on its Subsidiaries books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business permitted by this Agreementin 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) Liens encumbering reasonable customary initial deposits and margin deposits 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, 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 Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) subject to the last paragraph of this Section 6.02, Liens securing Indebtedness permitted by Section 6.01(i); provided, that such Liens do not apply to any property or assets of the Borrower or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby), and accessions and additions thereto, proceeds and products thereof and customary security deposits; provided, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates); (j) Liens 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; (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 with respect to the Mortgaged Property set forth on Schedule 1.01(B) as of the Closing Date or subsequent to the Closing Date 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 deposit deposits, sweep accounts, reserve accounts or sweep similar accounts of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries 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 customers, suppliers or service providers of the Parent Guarantor Borrower or any of its Subsidiaries 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 on cash collateral attaching to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries brokerage accounts incurred in the ordinary course of business consistent with past practices and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith; (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 extent property (or the documents of title in respect of such property) financed by such letters of credit are 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 in the ordinary course of business not interfering in any material respect with the business of the Borrower and the Subsidiaries, taken as a whole; (r) 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; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted by hereunder; (i) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a Subsidiary that is not a Loan Party permitted under Section 7.2(l6.01 and (ii) subject to the last paragraph of this Section 6.02, Liens with respect to property or assets of any person securing Indebtedness permitted under Section 6.01(aa); (ju) to the extent constituting Liens, Liens of a Customer arising with respect to on any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, amounts held by a Group Member as a bailee trustee under any indenture or held by a Group Member other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any similar indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions; (v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) agreements to subordinate any interest of the Borrower or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Borrower or any of their Subsidiaries pursuant to an agreement entered into in the ordinary course of business; (x) Liens 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 the relevant joint venture agreement or arrangement; (z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof; (aa) Liens in respect of non-recourse sales or factoring of receivables owned by any Foreign Subsidiary that extend only to the receivables and associated ancillary rights subject thereto; (bb) Liens securing insurance premiums financing arrangements; provided, provided that such Customer Lien shall not extend Liens are limited to any property of any Group Member; andthe applicable unearned insurance premiums; (kcc) other 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 obligation (i) of the Borrower or a Subsidiary in favor of the Borrower or any Subsidiary Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party; (ee) Liens on not more than $2,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes; (ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any 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; (gg) Liens on the Collateral that are junior to the Liens thereon securing the Loan Obligations securing Indebtedness incurred under Section 6.01(r) so long as such junior Liens are subject to a Permitted Intercreditor Agreement; (hh) Liens imposed by applicable law on the assets of the Borrower or any Subsidiary located at an airport for the benefit of any nation or government or national or governmental authority of any nation, state, province or other political subdivision thereof, and any agency, department, regulator, airport authority, air navigation authority or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government in respect of the regulation of commercial aviation or the registration, airworthiness or operation of civil aircraft and having jurisdiction over the Borrower or such Subsidiary including, without limitation, the FAA or DOT; (ii) Liens on any aircraft and aircraft equipment, including airframes, engines, appliances, equipment, instruments or related property securing Indebtedness permitted by Section 6.01(p); (jj) [Reserved]; (kk) Liens to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02; provided, however, that (x) such new Lien shall be limited to all or part of the same type of property that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being Refinanced), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, (B) unpaid accrued interest and premium (including tender premiums) and (C) an amount necessary to pay any associated underwriting discounts, defeasance costs, fees, commissions and expenses, and (z) on the date of the incurrence of the Indebtedness secured by such Liens, the grantors of any such Liens shall be no different from the grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been obligated to secure such Indebtedness or a Loan Party; (ll) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business; (mm) [Reserved]; and (nn) other Liens with respect to property or assets of the Borrower or any Subsidiary securing obligations in an aggregate principal amount that at the time of, and after giving effect to, the incurrence of such Liens, would not exceed the greater of $5,000,000 and 0.046 times EBITDAR calculated on a Pro Forma Basis for the then most recently ended Test Period. For purposes of determining compliance with this Section 6.02, (A) a Lien securing an item of Indebtedness need not be permitted solely by reference to exceed $1,000,000one category of permitted Liens described in Sections 6.02(a) through (nn) 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) meets the criteria of one or more of the categories of permitted Liens described in Sections 6.02(a) through (nn), the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant and will only be required to include the amount and type of such Lien or such item of Indebtedness secured by such Lien in one of the above clauses and such Lien securing such item of Indebtedness will be treated as being incurred or existing pursuant to only one of such clauses. In addition, with respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. With respect to each of clauses (c), (i) and (t)(ii) of this Section 6.02, it is hereby understood that with respect to any Liens on the Collateral being incurred under such clause 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 thereon securing the Loan Obligations, then any Liens on such Collateral being incurred under such clause to secure Permitted Refinancing Indebtedness shall also be secured on a basis junior to the Liens thereon securing the Loan Obligations, and any such Liens shall be subject to a Permitted Intercreditor Agreement, as applicable.

Liens. CreateNo Sotheby Entity shall create, incur, assume, assume or suffer permit to exist any Lien upon on or with respect to its Accounts or any of its property, other properties or assets (whether now owned or hereafter acquired, except) except for: (a) Liens securing the Obligations that are incurred under the Loan DocumentsPermitted Encumbrances; (b) Permitted LiensLiens created pursuant to the York Avenue Loan Documents; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with in existence on the acquisition of such fixed or capital assetsdate hereof, (ii) if such Liens do not at any time encumber any property other than the property financed or assets are owned by such Indebtedness a Credit Party, summarized on Disclosure Schedule (6.7) and (iiiii) securing the Indebtedness described on Disclosure Schedule (6.3) and refinancings, extensions and renewals thereof, including extensions or renewals of any such Liens; provided, that the principal amount of the Indebtedness so secured thereby is not increasedincreased and the Lien does not attach to any other property; (d) Liens existing securing payment of obligations described in Section 6.3(a)(iv); provided, that such Liens shall not attach to any property other than cash on deposit with, or under the Closing Date and listed on Schedule 7.3(d)control of, 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 holder of such obligations permitted by Section 7.2Indebtedness; (e) Liens created after the modification, replacement, extension date hereof by conditional sale or renewal of any Lien permitted by clauses other title retention agreements (cincluding Capital Leases) and (d) above and clauses (f) and (g) of this Section 7.3 upon or in connection with purchase money Indebtedness with respect to Equipment and Fixtures acquired by any Sotheby Entity in the same 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 theretofore subject to such Lien purchase money debt and such Indebtedness is incurred within forty-five (other than after acquired property that is affixed or incorporated into the property covered by 45) days following such Lien or financed by Indebtedness permitted under Section 7.2 purchase and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal does not exceed 100% of the Indebtedness or other obligations secured thereby as permitted by Section 7.2purchase price of the subject assets); (f) Liens arising out of conditional salesecuring Indebtedness permitted pursuant to Section 6.3(a)(ix); provided, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreementthat such obligations are secured solely with cash and Cash Equivalent Investments; (g) Liens encumbering reasonable customary initial deposits licenses and margin deposits and similar Liens attaching sublicenses permitted pursuant to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposesSection 6.8(g); (h) Liens that are contractual rights of set-off not otherwise permitted above on (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, cash and Cash Equivalents or (ii) relating to pooled deposit or sweep accounts assets not constituting Collateral, in each case, so long as the aggregate amount 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business;secured by such Liens does not exceed $20,000,000; and (i) Liens on cash collateral any Specified U.K. Real Estate securing Indebtedness permitted pursuant to secure letters clause (ii)(B) of credit used for the account Section 6.3(a); provided that, except as set forth in clause (i) of the Loan Parties this Section 6.7, no Foreign Credit Party shall create, incur, assume or permit to exist any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising 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 real agreement, note, indenture or personal property owned by such Customer instrument, or take any other Person action after the Closing Date that is not a Group Member, that is in would prohibit the possession or control creation of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to Lien on any similar arrangement, provided that such Customer Lien shall not extend to any property of any Group Member; and (k) other Liens securing Indebtedness its properties or other obligations assets in an aggregate principal amount not favor of the Collateral Agent, on behalf of itself and the other Secured Parties, as additional collateral for the applicable Secured Obligations, except (x) agreements entered into in connection with any Permitted U.K. Real Estate Financing that prohibit Liens upon any Specified U.K. Real Estate subject to exceed $1,000,000such Permitted U.K. Real Estate Financing and (y) operating leases, Capital Leases, Licenses or agreements relating to purchase money Indebtedness which prohibit Liens upon the assets that are subject thereto.

Liens. CreateThe Borrower will not, nor will the Borrower permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon or with respect to any property or assets of its property, any kind of the Borrower or any such Subsidiary whether now owned or hereafter acquired, exceptexcept that the foregoing shall not apply to: (a) Liens securing the Obligations that are incurred under the Loan Documentsany Standard Permitted Lien; (b) Permitted Liens in existence on the Closing Date and, to the extent in respect of obligations in excess of $25,000,000, set forth on Schedule 6.03 hereto and extensions or renewals of such Liens, so long as such Liens being extended or renewed do not extend to any other property or assets other than proceeds and replacements and the aggregate principal amount of Indebtedness secured by such Liens is not increased (except as contemplated by Section 6.04(b)); (c) Liens securing (i) that are placed upon fixed or capital assets, acquired, constructed or improved by the Borrower or any Subsidiary, provided that (A) such Liens only secure Indebtedness permitted by Section 6.04(f)(A)(ii), (B) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, and (C) such Liens shall not apply to any other property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed Subsidiary; or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens do Liens, provided that the principal amount of such Indebtedness is not at increased (except as contemplated by Section 6.04(f)) and such Indebtedness is not secured by any time encumber any property additional assets other than the property financed by such Indebtedness proceeds and (ii) the amount of Indebtedness secured thereby is not increasedreplacements; (d) Liens existing on (i) securing Indebtedness permitted pursuant to Sections 6.04(f)(A)(i) or (ii) arising out of the Closing Date and listed on Schedule 7.3(d)refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens, provided that the principal amount of such Indebtedness is not increased (iexcept as contemplated by Section 6.04(f)) no and such Lien Indebtedness is spread to cover not secured by any additional property after the Closing Date assets other than proceeds 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 7.2replacements; (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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) vendor Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries granted in the ordinary course of business in connection with the customary terms for purchase of materials, supplies and equipment; (i) any Lien granted pursuant to the Loan Documents securing any of the Obligations or any obligations under any Hedge Agreement permitted by this Agreementpursuant to Section 6.04(h) and (ii) Liens arising in connection with any margin posted related to Hedge Agreements permitted pursuant to Section 6.04(e); (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts existing on property at the time of the acquisition thereof by the Borrower or other brokerage accounts incurred any Subsidiary, provided that such Lien was not created in the ordinary course contemplation of business and not for speculative purposessuch acquisition; (h) Liens that are contractual with respect to any accounts and related 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating and assets subject to purchase orders and other agreements entered into with customers of the Parent Guarantor or pursuant to any of its Subsidiaries in the ordinary course of businessPermitted Securitization Transaction; (i) Liens on cash collateral securing Indebtedness of a Loan Party under any capital markets or private placement debt agreement (including any agreements with respect to convertible debt securities) or bilateral or syndicated loan agreement; provided that Liens have been or will be substantially simultaneously granted to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries Obligations on an equal and ratable basis pursuant to appropriate security documents, and subject to an intercreditor agreement, in the ordinary course of business consistent with past practices each case, reasonably acceptable to the extent such letters of credit are permitted by Section 7.2(l)Administrative Agent and the Borrower; (j) Liens securing Indebtedness of any Subsidiary owed to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer Borrower or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group MemberLoan Party; and (k) other in addition to any Lien permitted pursuant to any of the foregoing subparts, Liens securing Indebtedness or other obligations in an of the Borrower or any of its Subsidiaries, so long as at the time of and after giving effect to the incurrence of such obligations, the aggregate principal amount of (x) all such obligations secured by Liens permitted pursuant to this clause (k), (y) all Indebtedness of Subsidiaries of the Borrower that are not Subsidiary Guarantors incurred pursuant to Section 6.04(g) and (z) all Indebtedness permitted pursuant to Section 6.04(m), when taken together (without duplication in the case of Indebtedness secured by Liens permitted pursuant to this clause (k)), does not at any time exceed an amount equal to the greater of $1,000,0001,000,000,000 and 15% of Consolidated Total Assets.

Liens. CreateIncur, incurcreate, assume, assume or suffer permit to exist any Lien upon on any of its propertyproperty or assets, whether now owned at the date hereof or hereafter acquired, except: (a) Liens securing payment of the Obligations that are incurred under the Loan DocumentsObligations; (b) Permitted LiensLiens of the lessor on the property leased pursuant to a lease permitted by Section 7.01(c); (c) Liens securing on property (other than Inventory, property acquired using purchase-money Indebtedness of the Borrower with respect to that property provided by Lenders pursuant to this Agreement, or any other Subsidiary incurred pursuant to property included in the Revolving Borrowing Base), which Liens secure Indebtedness permitted by Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased7.01(l); (d) Liens existing on real property, fixtures, related real property rights and related contracts, and proceeds of the Closing Date and listed on Schedule 7.3(dforegoing (including, without limitation, insurance proceeds in respect of the foregoing) owned by such Loan Party (in each case, other than property included in the Revolving Borrowing Base), provided that securing Permitted Real Estate Debt; (ie) 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 Liens referred to in Section 7.2; 7.02(a), (e) the modificationb), 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 ), provided, that any such extension, renewal or in the same assets theretofore subject replacement Lien shall be limited to such Lien (other than after acquired property that is affixed or incorporated into the property or assets covered by the Lien being extended, renewed or replaced and that the Indebtedness secured by any such Lien extension, renewal or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereofreplacement lien shall be in an amount not greater than (i) or the modification, refunding, refinancing, replacement, extension or renewal amount of the Indebtedness secured by the original Lien extended, renewed or other obligations secured thereby as permitted by Section 7.2replaced, plus (ii) any closing fees, prepayment premiums and reasonable closing costs related to such extension, renewal or replacement; (f) Liens arising out (including, without limitation, certain rights of conditional saleset-off and title retention agreements) in favor of a Manufacturer securing amounts owing in connection with Inventory purchased from such Manufacturer, title retentionso long as such Liens do not secure Indebtedness, consignment other than (i) Indebtedness of the type described in clause (e) of the definition of “Indebtedness” (and which Indebtedness does not satisfy the requirements of clause (a), (b), (c), (d), (f), (g) or similar arrangements for sale (h) of goods entered into such definition) and (ii) Guarantees of Indebtedness described in clause (i) above; (g) Liens on property (other than Inventory, property acquired using purchase-money Indebtedness with respect to that property provided by the Parent Guarantor Lenders pursuant to this Agreement, or any property included in the Revolving Borrowing Base) related to other Indebtedness permitted under Section 7.01(g), or (h); (h) Liens on property (including real property) other than the Collateral or property included in the Revolving Borrowing Base, provided which Liens secure Swap Contracts permitted under Section 7.01(j); (i) Liens securing Permitted Service Loaner Indebtedness (which Liens extend only to Rental Vehicles financed by such Permitted Service Loaner Indebtedness and proceeds of its Subsidiaries such Vehicles); (j) Liens securing Permitted FMCC Floorplan Indebtedness permitted by Section 7.01(r); (k) Liens for Taxes not past due for more than thirty (30) days or Taxes being contested in good faith and by appropriate proceedings diligently conducted, and as to which reserves or other appropriate provisions as may be required by GAAP are being maintained; (l) carriers’, warehousemen’s, mechanics’, materialmen’s, landlord’s and other like statutory or contractual Liens arising in the ordinary course of business permitted securing obligations which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by this Agreementappropriate proceedings, diligently conducted, and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained; (gm) Liens encumbering reasonable customary initial pledges or deposits in connection with workers’ compensation, unemployment insurance 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 purposessocial security legislation; (hn) Liens that are contractual rights deposits to secure the performance of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtednessbids, (ii) 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 the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders trade contracts, statutory obligations, and other agreements entered into with customers obligations of the Parent Guarantor or any of its Subsidiaries a like nature incurred in the ordinary course of business; (io) zoning, easements and other restrictions on the use of real property that do not, in the aggregate, materially impair the use of such property; (p) Liens in existence on the date hereof and listed on Schedule 7.02; (q) purchase options and rights of first refusal in favor of a Manufacturer arising under a Framework Agreement or a Franchise Agreement or the documents executed and delivered in connection therewith; (r) Liens on cash collateral to secure letters of credit used for the account real property, fixtures, related real property rights and related contracts, and proceeds of the foregoing (including, without limitation, insurance proceeds in respect of the foregoing) owned by such Loan Parties or any of their respective Subsidiaries Party (in each case, other than property included in the ordinary course of business consistent with past practices to the extent such letters of credit are Revolving Borrowing Base), securing Indebtedness permitted by Section 7.2(l7.01(s); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (ks) other Liens not otherwise permitted hereby securing permitted Indebtedness or other obligations in an of the Company and its Subsidiaries so long as, after giving effect to such Indebtedness, the aggregate principal amount of Indebtedness secured by such Xxxxx does not to exceed $1,000,00035,000,000 at any time.

Liens. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except: (a) Liens securing the Obligations that are incurred under the Loan Documentsa. [RESERVED]; b. Liens on assets (bincluding, without limitation, shares of capital stock of corporations and assets owned by any corporation that becomes a Subsidiary of the Borrower after the Effective Date) Permitted Liensacquired after the Effective Date (whether by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries (other than (x) an Existing Principal Subsidiary or (y) any other Principal Subsidiary which, at any time, after three months after the acquisition of a Vessel, owns a Vessel free of any mortgage Lien), which Liens were created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such assets, so long as (i) the acquisition of such assets is not otherwise prohibited by the terms of this Agreement and (ii) each such Lien is created within three months after the acquisition of the relevant assets; (c) c. in addition to other Liens permitted under this Section 7.2.3, Liens securing Indebtedness in an aggregate principal amount, together with (but without duplication of) Indebtedness permitted under Section 7.2.2(d), at any one time outstanding not exceeding the greater of (determined at the time of creation of such Lien or the incurrence by any Existing Principal Subsidiary of such indebtedness, as applicable) (x) 5.0% of the total assets of the Borrower and its Subsidiaries taken as a whole as determined in accordance with GAAP as at the last day of the most recent ended Fiscal Quarter and (y) $735,000,000, provided that, with respect to each such item of Indebtedness, the fair market value of the assets subject to Liens securing such Indebtedness (determined at the time of the creation of such Lien) shall not exceed two times the aggregate principal amount of such Indebtedness (and for purposes of this clause (c), the fair market value of any assets shall be determined by (i) in the case of any Vessel, by an Approved Appraiser selected by the Borrower and (ii) in the case of any other assets, by an officer of the Borrower or by the board of directors of the Borrower); d. Liens on assets acquired after the Effective Date by the Borrower or any of its Subsidiaries (other than by (x) any Subsidiary that is an Existing Principal Subsidiary or (y) any other Principal Subsidiary incurred pursuant to Section 7.2(fwhich, at any time, owns a Vessel free of any mortgage Lien) to finance the acquisition of fixed or capital assets; provided that so long as (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do assets is not at any time encumber any property other than otherwise prohibited by the property financed by such Indebtedness terms of this Agreement and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), 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 each of such obligations permitted by Section 7.2; (e) Liens existed on such assets before the modification, replacement, extension or renewal time of any Lien permitted by clauses (c) its acquisition 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into was not created by the Parent Guarantor Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreementanticipation thereof; e. Liens on any asset of any corporation that becomes a Subsidiary of the Borrower (gother than a corporation that also becomes a Subsidiary of an Existing Principal Subsidiary) after the Effective Date so long as (i) the acquisition or creation of such corporation by the Borrower is not otherwise prohibited by the terms of this Agreement and (ii) such Liens encumbering reasonable customary initial deposits are in existence at the time such corporation becomes a Subsidiary of the Borrower and margin deposits and similar were not created by the Borrower or any of its Subsidiaries in anticipation thereof; f. Liens attaching to commodity trading accounts securing Government-related Obligations; g. Liens for taxes, assessments or other brokerage accounts governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings; h. Liens of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course of business and for sums not for speculative purposesoverdue or being diligently contested in good faith by appropriate proceedings; (h) i. 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits; j. Liens for current crew’s wages and salvage; k. Liens arising by operation of law as the result of the Parent Guarantor furnishing of necessaries for any Vessel so long as the same are discharged in the ordinary course of business or any are being diligently contested in good faith by appropriate proceedings; l. Liens on Vessels that: (i) secure obligations covered (or reasonably expected to be covered) by insurance; (ii) were incurred in the course of its Subsidiaries or incidental to trading such Vessel in connection with repairs or other work to such Vessel; or (iii) were incurred in connection with work to such Vessel that is required to be performed pursuant to applicable law, rule, regulation or order; provided that, in each case described in this clause (l), such Liens are either (x) discharged in the ordinary course of business or (y) being diligently contested in good faith by appropriate proceedings; m. normal and customary rights of set-off upon deposits of cash or other Liens originating solely by virtue of any statutory or common law provision relating to purchase orders bankers’ liens, rights of set-off or similar rights in favor of banks or other depository institutions; n. Liens in respect of rights of set-off, recoupment and other agreements entered into holdback in favor of credit card processors securing obligations in connection with customers of the Parent Guarantor or any of its Subsidiaries credit card processing services incurred in the ordinary course of business;; and (i) o. Liens on cash collateral to secure or Cash Equivalents securing obligations in respect of Hedging Instruments permitted under Section 7.2.2(f) or securing letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent that support such letters of credit are permitted by Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000obligations.

Liens. Create, incur, assume, Neither the Borrower nor any Restricted Subsidiary will create or suffer permit to exist any Lien upon on any of its property, whether property now owned or hereafter acquiredacquired by it, or assign or sell accounts receivable or rights in respect thereof, except: (ai) Liens securing the Obligations that are incurred under the Loan DocumentsTransaction Liens; (bii) Permitted Liens; (ciii) Liens securing Indebtedness 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 and listed in Schedule 6.02 and any modifications, replacements, renewals or extensions thereof; provided that the Lien does not (x) extend to any additional property or (y) secure any additional obligations, in each case other Subsidiary incurred pursuant than the initial property so subject to Section 7.2(fsuch Lien and the Debt and other obligations originally so secured, and any modifications, replacements, renewals, extensions or refinancings thereof permitted hereunder; (v) to finance Liens on assets acquired, constructed or improved by the acquisition of fixed Borrower or capital assetsany Restricted Subsidiary; provided that (iA) the Debt secured by such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assetsLiens is permitted by Section 6.01(viii), and (iiB) 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 Restricted Subsidiary, and (ii) the amount of Indebtedness secured thereby is not increasedany extension, renewal or replacements thereof; (dvi) Liens existing on the Closing Date accounts receivable and listed on Schedule 7.3(d), provided that (i) no such Lien is spread related property pursuant 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 7.2Permitted Receivables Financing; (evii) the modification, replacement, extension or renewal of any Lien permitted granted in favor of the 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 Swingline Loans or Letters of Credit, respectively, as contemplated by clauses Section 2.20; (cviii) and (d) above and clauses (f) and (g) Liens in favor of this Section 7.3 upon a banking institution arising by operation of law or any contract, including in the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness support of guarantees permitted under Section 7.2 and proceeds and products thereof6.01(xiii), encumbering deposits (including the right of set-off) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted held by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts such banking institutions incurred in the ordinary course of business and not for speculative purposes;which are within the general parameters customary in the banking industry; or (hix) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by the foregoing clauses of this Section 7.2(l); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens 6.02 securing Indebtedness or other obligations in an aggregate principal amount outstanding or, if less in each case, on assets with an aggregate fair market value (determined immediately prior to the incurrence of such Lien), that together do not to exceed the greater of $1,000,00035,000,000 and 3.0% of Consolidated Net Tangible Assets determined at such date.

Liens. CreateDirectly or indirectly create, incur, assume, assume or suffer to exist exist, or permit any of its Subsidiaries, directly or indirectly, to create, incur, assume or suffer to exist, any Lien upon any of its propertytheir respective Properties or assets of any kind, whether now owned or hereafter acquired, exceptor any income or profits therefrom, or otherwise assign any rights to receive any income or profits therefrom, except for the following: (a) Liens securing the Obligations that are incurred under the Loan Documentspursuant to any Note Document and any Series B Note Document; (b) Permitted LiensLiens existing on the date hereof and listed on Schedule 6.02(b) and any renewal, extension, refinancing or refunding thereof that neither increases the amount secured thereby nor encumbers additional property; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that permitted by clauses (i) such liens shall be created substantially simultaneously with the acquisition or (j) of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedSection 6.01; (d) Liens existing on the Closing Date and listed on Schedule 7.3(d), provided that (i) no such Lien is spread to cover upon 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 after acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or the modification, refunding, refinancing, replacement, extension or renewal of the Indebtedness or other obligations secured thereby as permitted by Section 7.2; (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; (g) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts Financial Asset incurred in the ordinary course of business and consistent with guidelines established by the Parent’s board of directors from time to time; (e) Liens on property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Note Party to the extent permitted hereunder (and not for speculative purposescreated in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject to such Liens at the time of acquisition (other than improvements thereon); (f) Customary Permitted Liens; (g) Liens arising in respect of Permitted Financings (including the interest of a lessor under a Capital Lease and purchase money Liens to which any property is subject at the time, on or after the date hereof), limited in each case to the property to which such purchase money Indebtedness relates or is subject to such Capital Lease and which in either case shall not cover any Collateral, and in the case of a Lien securing purchase money Indebtedness, limited to the extent that such Lien attaches to the Property acquired therewith within one hundred-eighty (180) days after there acquisition thereof; (h) Liens that are contractual rights of set-off on cash and cash equivalents securing Hedging Obligations; (i) relating Liens securing Permitted Refinancing Indebtedness; provided that such Liens attach only to the establishment same property or assets (together with improvements thereon or proceeds thereof) that secured the Indebtedness being refinanced (which in any event, shall not include any Collateral); and (j) Liens not otherwise permitted by the foregoing clauses of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit this Section 6.02 securing obligations or sweep accounts other liabilities of the Parent Guarantor Parent, any other Note Party or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations Subsidiary incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; ; provided that (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent such Lien shall not be incurred with past practices respect to the extent such letters Collateral and (ii) the aggregate outstanding principal amount of credit are all the obligations and liabilities secured by Liens permitted by Section 7.2(l); under this clause (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,0001,000,000 at any time outstanding.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its propertyany person, whether now including the Borrower and any Subsidiary) at the time owned by it or hereafter acquiredon any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness on property or assets of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increased; (d) Liens its Subsidiaries existing on the Closing Date and listed set forth on Schedule 7.3(d)7.02(a) and any modifications, replacements, renewals or extensions thereof; provided that (i) no such Lien is spread to cover any additional property after the Closing Date and (ii) such Lien Liens shall secure only those obligations that it secures they secure on the date hereof Closing Date (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c7.01(a)) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon the Borrower or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien Lien, and (B) proceeds and products thereof; (i) Liens created under the Loan Documents (including, without limitation, Liens created under the Security Documents securing obligations under Secured Hedge Agreements incurred pursuant to Section 7.01(c) and securing obligations under Cash Management Agreements) or financed permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage and (ii) Liens securing Indebtedness incurred pursuant to Section 7.01(b)(ii) and Section 7.01(b)(iii) (including Liens securing Swap Agreements secured under the documents governing such Indebtedness), which Liens are subject to the Intercreditor Agreement or another intercreditor agreement substantially consistent with and no less favorable to the Revolving Facility Lenders in any material respect than the Intercreditor Agreement; (c) Liens on any property or asset of the Borrower or any Subsidiary securing Indebtedness permitted under Section 7.2 and proceeds and products thereof7.01(h)(i)(x) or the modification, refunding, refinancing, replacement, extension or renewal of the Permitted Refinancing Indebtedness or other obligations secured thereby as in respect thereof if permitted by Section 7.2; 7.01(h)(ii); provided that such Lien (fi) Liens arising out does not apply to any other property or assets of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor Borrower or any of its 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, subject to compliance with clause (iv) of the definition of the term “Permitted Refinancing Indebtedness”; (d) Liens for Taxes, assessments or other governmental charges or levies not yet due or that are being contested in compliance with Section 6.03; (e) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business permitted and securing obligations that are not overdue by this Agreementmore 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 Applicable Accounting Rules; (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) Liens encumbering reasonable customary initial deposits and margin deposits other customary Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory and regulatory 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 Capital Lease Obligations), licenses, special assessments, rights of way, covenants, conditions, restrictions and declaration on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of the Borrower or any Subsidiary; (hi) Liens securing Indebtedness permitted by Section 7.01(i) (limited to the assets subject to such Indebtedness); (j) Liens arising out of sale and lease-back transactions permitted under Section 7.03, 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 8.01(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 6.10 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-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 Parent Guarantor Borrower or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor Borrower or any of its Subsidiaries Subsidiary in the ordinary course of business; (io) Liens on cash collateral arising solely by virtue of any statutory or common law provision relating to secure banker’s liens, rights of set off or similar rights; (p) Liens securing obligations in respect of trade related letters of credit used for or bank guarantees permitted under Section 7.01(f) or (o) and covering the account goods (or the documents of title in respect of such goods) financed by such letters of credit or bank guarantees and the Loan Parties proceeds and products thereof; (q) leases or any of their respective Subsidiaries subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business consistent not interfering in any material respect with past practices the business of the Borrower and its Subsidiaries, taken as a whole; (r) 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; (s) Liens solely on any xxxx xxxxxxx money deposits made by the Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (t) Liens with respect to property or assets of any Subsidiary that is not a Subsidiary Loan Party securing Indebtedness permitted under Section 7.01(s); (u) other Liens with respect to property or assets of the Borrower or any Subsidiary; provided that (i) no such Lien shall secure any Swap Obligation, (ii) at the time of the incurrence of such Lien no Default or Event of Default shall have occurred and be continuing or would result therefrom, (iii) the Indebtedness or other obligations secured by such Lien are otherwise permitted by this Agreement, and (iv) to the extent such letters of credit are permitted by Section 7.2(lLiens extend to ABL Priority Collateral, such Liens shall be subordinated to the Liens securing the ABL Finance Obligations pursuant to the Intercreditor Agreement (or an additional intercreditor agreement reasonably satisfactory to the Administrative Agent); (jv) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business; (w) Liens arising from precautionary Uniform Commercial Code financing statements or consignments entered into in connection with any transaction otherwise permitted under this Agreement; (x) Liens on Equity Interests in joint ventures securing obligations of such joint venture; (y) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (iii) of the definition thereof; (z) the PBGC Lien; (aa) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of the Borrower or any 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 or bank guarantee to the extent constituting Liens, permitted under Section 7.01; (bb) Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in trust by a Group Member, held by a Group Member as a bailee or held by a Group Member pursuant to any similar arrangementsecuring insurance premiums financing arrangements, provided that such Customer Liens are limited to the applicable unearned insurance premiums; (cc) Liens in favor of the Borrower or any Subsidiary Loan Party; 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 Administrative Agent; (dd) Liens on deposits securing Swap Contracts permitted under Section 7.01(c) not extend to any property of any Group Memberexceed $1,000,000 in the aggregate; and (kee) other Liens with respect to property or assets of the Borrower or any Subsidiary securing Indebtedness or other obligations in an aggregate principal amount outstanding at any time not to exceed $1,000,0005,000,000 as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 4.05 or 6.04, as applicable.

Liens. CreateNeither Borrower shall, nor shall either Borrower permit any of its Subsidiaries to, directly or indirectly create, incur, assume, assume or suffer permit to exist any Lien upon on or with respect to any of its property, whether now owned their respective Property or hereafter acquired, assets except: (a) Liens securing the Obligations that are incurred under created pursuant to the Loan Documents or Intercompany Security Documents; (b) Permitted Existing Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the amount of Indebtedness secured thereby is not increasedCustomary Permitted Liens; (d) purchase money Liens existing on (including the Closing Date interest of a lessor under a Capital Lease and listed on Schedule 7.3(d)Liens to which any Property is subject at the time of such Person's purchase thereof) and Liens securing refinancings of purchase money Liens permitted under Section 10.01(c) which secure an amount not to exceed $5,000,000 in the aggregate at any time outstanding, provided that (i) no such Lien is spread Liens shall not apply to cover any additional property after the Closing Date and (ii) Property other than that purchased or subject to 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 7.2Capital Lease or pre-existing Liens; (e) the modificationextensions, replacementrenewals, extension or renewal refundings and replacements of any Lien permitted by Liens referred to in clauses (ca) and (d) above and clauses (f) and (gb) of this Section 7.3 upon 10.03; provided that any such extension, renewal, refunding or replacement of a Lien referred to in clause (b) shall be limited to the same assets theretofore subject to such Lien (other than after acquired property that is affixed or incorporated into the property Property covered by the Lien extended, renewed, refunded or replaced and that the obligations secured by any such extension, renewal, refunding or replacement Lien or financed by Indebtedness permitted under Section 7.2 and proceeds and products thereof) or shall be in an amount not greater than the modification, refunding, refinancing, replacement, extension or renewal amount of the Indebtedness obligations then secured by the Lien extended, renewed, refunded or other obligations secured thereby as permitted by Section 7.2;replaced; and (f) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by securing the Parent Guarantor or any of its Subsidiaries Indebtedness described in the ordinary course of business permitted by this Agreement; (gSection 10.01(p) 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; (h) 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 Parent Guarantor or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent Guarantor or any of its Subsidiaries in the ordinary course of business; (i) Liens on cash collateral to secure letters of credit used for the account of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are permitted by Section 7.2(lq); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 any Group Member; and (k) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $1,000,000.

Liens. Create, incur, assume, assume or suffer permit to exist any Lien upon on any property or assets (including stock or other securities of its property, whether any person) of Parent or any Subsidiary now owned or hereafter acquiredacquired by it or on any income or revenues or rights in respect of any thereof, except:except the following (collectively, “Permitted Liens”): (a) Liens securing the Obligations that are incurred under the Loan Documents; (b) Permitted Liens; (c) Liens securing Indebtedness of the Borrower or any other Subsidiary incurred pursuant to Section 7.2(f) to finance the acquisition of fixed or capital assets; provided that (i) such liens shall be created substantially simultaneously with Liens on property or assets of Parent and the acquisition of such fixed Subsidiaries existing, or capital assetsapplicable to committed obligations, or anticipated to exist in the future, on the Signing Date and, (iiA) to the extent securing Indebtedness in an aggregate principal amount in excess of $35,000,000, or (B) in the case of any such Liens do not at any time encumber any property other than anticipated on the property financed by such Indebtedness Signing Date to exist in the future, set forth on Schedule 6.02(a) and (ii) Liens existing, or applicable to committed obligations, or anticipated to exist in the amount of Indebtedness secured thereby is not increased; (d) Liens existing future, on the Closing Spinoff Date and listed on Schedule 7.3(d), (provided that any Liens incurred pursuant to this clause (ia)(ii) no 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 Lien is spread to cover Liens) and any additional property after the Closing Date and modifications, replacements, renewals or extensions of Liens permitted by this clause (ii) a); provided, that such Lien Liens shall secure only those obligations that it secures they secure (or are committed to secure, or expected to secure on the date hereof future, as the case may be) on the Signing Date or the Spinoff Date, as the case may be (and any modifications, refundings, refinancings, extensions, renewals and replacements Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 7.2; (e) the modification, replacement, extension or renewal of any Lien permitted by clauses (c6.01) and (d) above and clauses (f) and (g) shall not subsequently apply to any other property or assets of this Section 7.3 upon Parent or in the same assets theretofore subject to such Lien (any Subsidiary other than after (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) 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 financed by asset of Parent or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted under by Section 7.2 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 (ii) such Lien does not apply to any other property or assets of Parent 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) thereof (other than accessions thereto and proceeds thereof so acquired or the modification, refunding, refinancing, replacement, extension or renewal any after-acquired property of such person becoming a Subsidiary (but not of the Borrowers or any other Loan Party, including any Loan Party into which such acquired entity is merged) required to be subjected to such Lien pursuant to the terms of such Indebtedness or other obligations secured thereby as permitted by Section 7.2(and refinancings thereof)); (fd) Liens arising out 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 conditional salewhich, title retentionif applicable, consignment or similar arrangements for sale of goods entered into by the Parent Guarantor or any of Subsidiary shall have set aside on its Subsidiaries books reserves in accordance with GAAP; (i) pledges and deposits and other Liens made in the ordinary course of business permitted by this Agreementin 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) Liens encumbering reasonable customary initial deposits and margin 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 Liens attaching to commodity trading accounts or other brokerage accounts 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 for speculative purposesinterfere in any material respect with the ordinary conduct of the business of Parent or any Subsidiary; (hi) Liens securing Indebtedness permitted by Section 6.01(i); provided, that such Liens do not apply to any property or assets of Parent or any Subsidiary other than the property or assets acquired, leased (including in connection with a sale leaseback transaction), constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby), and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided, further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (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); (j) [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, 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 deposit deposits, sweep accounts, reserve accounts or sweep similar accounts of the Parent Guarantor or any of its Subsidiaries Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent Guarantor or any of its Subsidiaries 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 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 in the ordinary course of business not interfering in any material respect with the business of Parent Guarantor and its Subsidiaries, taken as a whole; (q) 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; (r) Liens solely on any xxxx xxxxxxx money deposits made by Parent or any of its the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder; (s) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a 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 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 Guarantor in favor of any Subsidiary that is not a Guarantor; (dd) Liens on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; (ee) Liens on goods or inventory the 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 of the foregoing, 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 Other First Liens or Junior Liens secure Indebtedness permitted by Section 6.01(b) or 6.01(v) and guarantees thereof permitted by Section 6.01(m); (hh) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by Parent or any of the Subsidiaries in the ordinary course of business; (ii) With respect to any Real Property which is acquired in fee after the Signing Date, Liens which exist immediately prior to the date of acquisition, excluding any Liens securing Indebtedness which is not otherwise permitted hereunder provided, that (i) Liens on cash collateral such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to secure letters any other property or assets of credit used for the account of the Loan Parties Parent or any of their respective Subsidiaries in the ordinary course of business consistent with past practices to the extent such letters of credit are its Subsidiaries; (jj) Liens securing Indebtedness permitted by Section 7.2(l6.01(aa); (j) to the extent constituting Liens, Liens of a Customer arising with respect to any real or personal property owned by such Customer or any other Person that is not a Group Member, that is in the possession or control of a Group Member, held in 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 Liens do not extend to at any property of time encumber any Group MemberCollateral unless approved by the Administrative Agent; and (kkk) other Liens with respect to property or assets of Parent or any Subsidiary securing Indebtedness or other (x) obligations in an aggregate outstanding principal amount that, together with the aggregate principal amount of other obligations that are secured pursuant to this clause (kk), immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $750,000,000 and 7.5% of Consolidated Total Assets when incurred, created or assumed and (y) Permitted Refinancing Indebtedness incurred to exceed $1,000,000Refinance obligations secured pursuant to preceding clause (x). For purposes of determining compliance with this Section 6.02, (A) a Lien 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 (or any 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 obligation (or any portion thereof) in any manner that complies with this Section 6.02 and will be entitled to only include the amount and type of such Lien or such obligation secured by such Lien (or any portion thereof) in one of the above clauses and such Lien securing such obligation (or portion thereof) will be treated as being incurred or existing pursuant to only such clause or clauses (or any portion thereof).