Common use of Liens Clause in Contracts

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.

Liens. The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) 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 (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; (e) Liens securing the Obligations, and any other Indebtedness created under, and in each case pursuant to, the Loan Documents; and (f) Liens on assets of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness subject to such Liens does not at any time exceed $10,000,000.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests Liens, in the case of Liens on assets of Subsidiaries, secure Indebtedness of Subsidiaries permitted by clause (ed) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens upon assets of an SPC granted in connection with a Permitted Securitization (including customary backup Liens granted by the transferor in accounts receivable and related rights or assets transferred to an SPC); (f) Liens on the property or assets of any Subsidiary securing Indebtedness owing to the Borrower or any Wholly-Owned Subsidiary; (g) customary Liens and setoff rights securing obligations in respect of notional pooling cash management arrangements; and commodities and securities accounts; (h) customary Liens incurred in connection with any transfer of an interest in accounts receivable or related assets as part of a Permitted Receivable Sales Transaction; (i) Liens arising from precautionary filings in respect of (i) operating leases and (ii) credit and cash management programs between third parties and customers of the Borrower or customers of any Subsidiary of the Borrower under which the Borrower or such Subsidiary does not have any Indebtedness; (j) any interest or title of a lessor in the property (and the proceeds, accession or products thereof) subject to any operating lease, and Liens arising from Uniform Commercial Code financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to true leases or leases permitted hereunder; and (k) other Liens securing obligations at no time exceeding $100,000,000 in aggregate principal amount.

Liens. The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens created pursuant to any Loan Document; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof Restatement Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Restatement 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 the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) 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 (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; (e) Permitted Encumbrances; and (f) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed the greater of $100,000,000 and 6% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien Lien(s) shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien secures Indebtedness permitted by clause (d) of Section 6.01, (ii) 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, (iiiii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary Subsidiary, and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Lien secures Indebtedness permitted by clause (ed) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost costs of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Lien shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) any Lien (regardless of whether such Lien has been granted before, on or after the date hereof) on any property or asset of Lydall Gerhardi GmbH & Co. KG securing obligations to Deutsche Bank existing on the date hereof as set forth in Schedule 6.01.

Liens. The Parent Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Parent Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; , provided that (i) such Lien shall not apply to any other property or asset of the Parent Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Parent Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Parent Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (de) Liens on fixed or capital assets acquired, constructed or improved by the Parent Borrower or any Subsidiary; , provided that (i) such security interests secure Indebtedness permitted by clause (evi) of Section 6.016.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 80.0% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Parent Borrower or any Subsidiary; (f) any license of any intellectual property granted by the Parent Borrower or any Subsidiary to third parties in the ordinary course of business; and (g) Liens (other than those permitted by paragraphs (a) through (f) above) securing liabilities permitted hereunder in an aggregate amount not exceeding $500,000 at any time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 SubsidiarySubsidiary , as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on real property or fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (e) or clause (k) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Lien shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) Liens securing Indebtedness permitted by clause (i) of Section 6.01.

Liens. The Parent and the Borrower will not, and will not permit any other Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Parent or any Subsidiary existing on the date hereof and set forth in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Parent or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent or any Subsidiary after the date hereof or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Parent or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Parent or any Subsidiary; provided that (i) such security interests secure only Indebtedness permitted by clause incurred to finance the acquisition, construction or improvement of such fixed or capital assets (eincluding Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of such assets) of Section 6.01and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 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 (iv) such security interests shall not apply to any other property or assets of the Borrower Parent or any Subsidiary; (e) charges or Liens in favor of a regulatory authority or a third party, in each case, as contemplated by the rules or regulations issued by a regulatory authority and with which the applicable Subsidiary is required to comply in order to remain licensed to conduct its business; (f) Liens over credit balances created in favor of any bank in order to facilitate the operation of bank accounts on a net balance basis or in connection with any Bankers Automated Clearing Services facility used in the ordinary course of business; (g) Liens comprised by escrow arrangements entered into in connection with asset sales, transfers or other dispositions permitted by Section 7.04; and (h) other Liens; provided that the sum of the aggregate principal amount of obligations secured by such Liens plus the aggregate amount of Attributable Indebtedness in respect of sale and leaseback transactions permitted by Section 7.05(c) shall not, at any time, exceed 10% of Net Worth.

Liens. The Borrower Borrowers will not, and will not permit any Subsidiary of their respective Subsidiaries to, (a) execute a negative pledge agreement with any Person other than the Administrative Agent and/or the Lenders covering any property or asset now owned or hereafter acquired by it, except with respect to property subject to a permitted Capitalized Lease or purchase money financing, or (b) create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (biii) any Lien on any property or asset of the a Borrower or any Subsidiary existing on the date hereof Agreement Date and set forth in Schedule 6.02; 7.1 provided that (iA) such Lien shall not apply to any other property or asset of the a Borrower or any Subsidiary and (iiB) such Lien shall secure only those obligations which it secures on the date hereof Agreement Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (civ) any Lien existing on any property or asset prior to the acquisition thereof by the a Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Agreement 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 beapplicable, (ii) such Lien shall not apply to any other property or assets of the a Borrower or any Subsidiary and (iii) such Lien shall secure only those the Indebtedness and other obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.

Liens. The Parent and the Borrower will not, and will not permit any other Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Parent or any Subsidiary existing on the date hereof and set forth in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Parent or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent or any Subsidiary after the date hereof or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Parent or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Parent or any Subsidiary; provided that (i) such security interests secure only Indebtedness permitted by clause incurred to finance the acquisition, construction or improvement of such fixed or capital assets (eincluding Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of such assets) of Section 6.01and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 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 (iv) such security interests shall not apply to any other property or assets of the Borrower Parent or any Subsidiary; (e) charges or Liens in favor of a regulatory authority or a third party, in each case, as contemplated by the rules or regulations issued by a regulatory authority and with which the applicable Subsidiary is required to comply in order to remain licensed to conduct its business; (f) Liens over credit balances created in favor of any bank in order to facilitate the operation of bank accounts on a net balance basis or in connection with any BACS facility used in the ordinary course of business; (g) Liens comprised by escrow arrangements entered into in connection with asset sales, transfers or other dispositions permitted by Section 7.04; and (h) other Liens; provided that the sum of the aggregate principal amount of obligations secured by such Liens plus the aggregate amount of Attributable Indebtedness in respect of sale and leaseback transactions permitted by Section 7.05(c) shall not, at any time, exceed 10% of Net Worth.

Liens. The Borrower Borrowers will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the any Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof (including by the merger or consolidation) by any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Borrowers or any Subsidiary their respective Subsidiaries and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets property, plant and equipment acquired, constructed or improved by the Borrower Borrowers or any Subsidiarytheir respective Subsidiaries; provided that (i) such security interests secure Indebtedness permitted by clause (ef) of Section 6.016.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 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 property, plant and equipment and (iv) such security interests shall not apply to any other property or assets of the Borrowers or their respective Subsidiaries; (e) Liens on the corporate jet described in Section 6.1(k) and the proceeds thereof securing the Indebtedness permitted by Section 6.1(k); (f) in the case of a Subsidiary that serves as the general partner (or equivalent) of an investment fund managed by any of the Borrowers or any of their Affiliates, any Lien on such Subsidiary’s interests and rights as a general partner (or equivalent) of such fund or any special purpose vehicle owned by such limited partnership; provided that such Lien shall not extend to such Subsidiary’s right to receive distributions or any incentive allocation from such fund; (g) Liens on property acquired or leased by a Borrower or a Subsidiary of a Borrower securing the related Capital Lease Obligations permitted hereunder; (h) attachment, judgment and other similar Liens that do not constitute an Event of Default pursuant to subsection (k) of Article VIII; and (i) Liens arising out of the refinancing extension, renewal or refunding of any SubsidiaryIndebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that the Lien does not apply to any additional property or asset. For purposes of compliance with this Section, (x) in the event that any Lien meets the criteria set forth in more than one of clauses (a) through (i) of this Section, Borrowers in their sole discretion may classify or reclassify such Lien in any manner that complies with this Section and such Lien shall be treated as having been permitted pursuant to only one of such clauses of this section; and (y) any Indebtedness secured by a Lien may be divided and classified among more than one of the clauses of this Section and, in each case, such Lien shall be treated as having been permitted pursuant to such clause.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.03; provided PROVIDED that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofbe; and (d) Liens on fixed or capital assets property, plant and equipment acquired, constructed or improved by the Borrower or any Subsidiary; provided PROVIDED that (i) such security interests secure Indebtedness permitted by clause (ed) of Section 6.016.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the cost of acquiring, constructing or improving such fixed or capital assets property, plant and equipment and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.

Liens. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset of its properties, whether now owned or hereafter acquired by itacquired, or assign assign, or sell permit any income of its Subsidiaries to assign, any right to receive income, in each case to secure or revenues (including accounts receivable) or rights in respect provide for the payment of any thereofDebt of any Person, exceptother than: (ai) Permitted EncumbrancesLiens existing on assets of any Person at the time such Person becomes a Subsidiary of the Borrower and not created in contemplation of such event; (bii) any Lien Liens on any property or asset assets securing Debt of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower incurred or assumed for the purpose of financing all or any Subsidiary and (ii) part of the cost of acquiring such assets, provided that such Lien shall secure only those obligations which it secures on attaches to such assets concurrently with or within 90 days after the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount acquisition thereof; (ciii) Liens on assets of any Lien Person existing at the time such Person is merged or consolidated with or into the Borrower or a Subsidiary of the Borrower and not created in contemplation of such event; (iv) Liens existing on any property or asset assets prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after of the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is Borrower and not created in contemplation of such acquisition; (v) Liens covering the land and building in Fukushima, Japan of Nippon Becton Xxxxxxxxx XX (a wholly owned, indirect Subsidiary of the Borrower), securing debt of approximately ¥90,000,000; (vi) Liens arising out of the refinancing, extension, renewal or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to refunding of any other property or assets Debt of the Borrower or any Subsidiary of the Borrower secured by any Lien permitted by any of the foregoing clauses of this Section 5.02(a), provided that such Debt is not increased and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do is not increase the outstanding principal amount thereofsecured by any additional assets; and (dvii) additional Liens on fixed or capital assets acquiredcreated after the date hereof, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) the aggregate principal amount of Section 6.01, (ii) such security interests and the Indebtedness Debt secured thereby are and incurred prior to or within 90 days on and after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does date hereof shall not exceed $50,000,000 in the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to aggregate at any other property or assets of the Borrower or any Subsidiaryone time outstanding.

Liens. The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof of this Agreement and set forth in Schedule 6.026.02 of the Disclosure Schedules; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofof this Agreement; (c) any Lien existing on any property or asset (other than Accounts or Inventory) prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset (other than Accounts or Inventory) of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be; (d) any sale by Borrower or such Subsidiary of accounts receivable generated in the ordinary course of business (excluding any intercompany accounts receivable) of such Person so long as (i) no Event of Default exists or would result therefrom, (ii) the Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 6.08 after giving effect to such transaction, and extensions, renewals and replacements thereof that do (iii) any Lien resulting from such sale shall apply only to such accounts receivable; (e) Liens not increase otherwise permitted by the outstanding foregoing clauses of this Section 6.02 securing Indebtedness in an aggregate principal amount thereofnot to exceed the greater of (i) $50,000,000 or (ii) an amount equal to 5% of Net Tangible Assets (determined, in each case, by reference to the most recent date for which Borrower has delivered its Financials under Section 5.01(a) or (b)); and (df) any Liens on fixed or capital assets acquired, constructed or improved created by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) Subsidiary under any Loan Document in favor of Section 6.01Administrative Agent, (ii) such security interests for its benefit and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets benefit of the Borrower or any SubsidiaryLenders.

Liens. The Such Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Borrowers or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the any Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the any Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the any Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the any Borrower or any Subsidiary; (e) Liens created pursuant to the Loan Documents; (f) Liens on Vehicles and any assets related thereto that are customarily subject to a Lien pursuant to a Floorplan Arrangement (as determined by the applicable Borrower in good faith) securing Indebtedness permitted under Section 6.01(i); provided that (i) the Indebtedness secured thereby does not exceed the cost of acquiring such Vehicles and related assets and (ii) such security interests shall not apply to any other property or assets of any Borrower or any Subsidiary; (g) Liens on Receivables incurred in connection with any Permitted Receivables Sale Transaction; and (h) Liens not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount not to exceed the greater of (i) $50,000,000 and (ii) ten percent (10%) of consolidated total assets of the Borrowers and their Subsidiaries as of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.01.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset Principal Property now owned or hereafter acquired by it, it to secure Indebtedness of the Borrower or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofSubsidiary, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02hereof; provided that (i) such Lien shall not apply to cover any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 cover any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andthereof (except in respect of any fees and expenses incurred in connection with any such extension, renewal or replacement); (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 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 (ivii) such security interests Liens shall not apply to cover any other property or assets of the Borrower or any SubsidiarySubsidiary or secure any Indebtedness other than the Indebtedness incurred to finance the acquisition, construction or improvement of such fixed or capital assets; and (e) Liens not otherwise permitted hereunder; provided that, at the time of the creation, incurrence or assumption of any Indebtedness secured by any Lien and after giving effect thereto, the aggregate principal amount of the Indebtedness of the Borrower and the Subsidiaries secured by Liens permitted under this clause (e) does not exceed an amount equal to 10% of Tangible Net Worth at such time.

Liens. The Borrower will notCreate or suffer to exist, and will not or permit any Subsidiary toof its Subsidiaries to create or suffer to exist, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of its properties, whether now owned or hereafter acquired by itacquired, or assign assign, or sell permit any income or revenues (including accounts receivable) or rights in respect of its Subsidiaries to assign, any thereofright to receive income, exceptother than the following, provided that any Lien permitted by any clause below shall be permitted under this Section 5.02(a), notwithstanding that such Lien would not be permitted by any other clause: (ai) Permitted Encumbrances;Liens, (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on Liens created under the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;Loan Documents, (ciii) Liens upon or in any Lien existing on any real property or asset prior to the acquisition thereof equipment acquired or held by the Borrower or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition or improvement of such property or equipment (including any Liens placed on such property or equipment within 180 days after the acquisition of such property or equipment), or Liens existing on any such property or asset equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing Liens securing obligations in the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced, provided further that the aggregate principal amount of the Debt secured by the Liens referred to in this clause (iii) and clause (vi) below shall not exceed $25,000,000 at any time outstanding, (iv) the Liens existing on the Petition Date and described on Schedule 5.02(a) hereto, (v) Liens on property of a Person that becomes a Subsidiary after the date hereof prior to existing at the time such Person is acquired by, amalgamated, merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a SubsidiarySubsidiary of the Borrower; provided that (i) such Lien is Liens were not created in contemplation of such amalgamation, merger, consolidation or in connection acquisition and do not extend to any assets other than those of the Person so merged or amalgamated into or consolidated with such acquisition the Borrower or such Person becoming a Subsidiary or acquired by the Borrower or such Subsidiary, (vi) Liens arising under leases that have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; provided that the aggregate principal amount of the Debt secured by the Liens referred to in this clause (vi) and clause (iii) above shall not exceed $25,000,000 at any time outstanding, (vii) Liens on assets of Subsidiaries organized under the laws of any jurisdiction outside of the United States (A) which secure Debt permitted under Section 5.02(d)(viii) or (B) which are incurred to permit such Subsidiaries to preserve their rights in any judicial, quasi- judicial, governmental agency or similar proceeding and which in the case may be, of this clause (iiB) such Lien shall do not apply constitute an Event of Default under Section 6.01(f), (viii) [reserved], (ix) Liens on assets of Subsidiaries that are not Loan Parties securing Debt permitted under Section 5.02(d)(ix), (x) Liens on up to any other property or $1,500,000 of cash collateral securing the obligations of the Borrower and its Subsidiaries under the Existing Secured Agreements set forth on Part 1 of Schedule 1.01(a), (xi) Liens in respect of judgments that do not constitute an Event of Default under Section 6.01(f), (xii) Liens on assets of the Borrower and its Subsidiaries not constituting Collateral which secure Debt permitted under Section 5.02(d)(xviii), (xiii) Liens granted to provide adequate protection pursuant to the Orders (or any of them), (xiv) Liens over any assets of any Subsidiary and that is not a Loan Party to the extent required to provide collateral in respect of any appeal of any tax litigation in an aggregate amount not to exceed the amount required to be paid under local law to permit such appeal, (iiixv) additional Liens securing obligations not to exceed $5,000,000 at any time outstanding, (xvi) Liens in favor of a Loan Party securing Debt permitted under Section 5.02(d)(i), 5.02(d)(vii) or 5.02(d)(viii); provided, that such Lien shall secure only those obligations which it secures on the date Debt also constitutes an Investment permitted under clause (C) of such acquisition Section 5.02(i)(i) or the date such Person becomes a Subsidiaryunder Section 5.02(i)(iii), as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (dxvii) Liens on fixed or capital assets acquiredthe Collateral securing Debt permitted under Section 5.02(d)(xv); provided, constructed or improved by that (a) such Liens on the Borrower ABL Priority Collateral securing such Debt are junior to the Liens on the ABL Priority Collateral securing the Secured Obligations, (b) such Liens on the Term Loan Priority Collateral securing the Junior Loans (or any Subsidiary; provided that (iPermitted Refinancing thereof) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and are junior to the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or Liens on the completion of such construction or improvement, (iii) Term Loan Priority Collateral securing the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.Secured Obligations and

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Effective Date and set forth in on Schedule 6.02; 7.02, provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 of such Person becoming a Subsidiary, as the case may beapplicable, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; , provided that (i) such security interests secure Indebtedness permitted by clause (eiii) of Section 6.017.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) possessory Liens in favor of lessees or sublessees of property leased or subleased by the Borrower or any Subsidiary to such Person in the ordinary course of business of the Borrower or such Subsidiary, provided that such Liens attach only to such property and (f) Liens created under the Security Documents.

Liens. The Borrower will not, and nor will not it permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any other Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien secures Indebtedness permitted by Section 7.01(e), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (iiiii) such Lien shall not apply to any other property or assets of the Borrower or any other Restricted Subsidiary and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests Liens, secure Indebtedness permitted by clause (e) of Section 6.017.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiaryother Restricted Subsidiaries; and (e) Liens securing Indebtedness permitted by clause (h) of Section 7.01.

Liens. The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereoftherein, except: (a) (i) Permitted EncumbrancesEncumbrances and (ii) Liens created under the Loan Documents; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof and set forth in on Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those the obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary (other than as a result of a Division where the Dividing Person is the Company or a Subsidiary) (or of any Person not previously a Subsidiary that is merged, consolidated or amalgamated with or into the Company or a Subsidiary in a transaction permitted hereunder) after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary (or is so merged, consolidated or amalgamated); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary (or such merger, consolidation or amalgamation), as the case may be, (ii) such Lien shall not apply to any other property or assets of any of the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those the obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary (or such merger, consolidation or amalgamation), as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any SubsidiarySubsidiary (including, without limitation, Liens securing Capital Lease Obligations); provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and assets, (iviii) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary and (iv) such Lien shall secure only the obligations it secures on the date of such incurrence and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; provided, further, that individual financings of assets otherwise permitted to be secured hereunder provided by one Person (or its Affiliates) may be cross collateralized to other financings of assets provided by such Person (or its Affiliates) on customary terms; (e) Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and the Subsidiaries in the ordinary course of business; (f) Liens arising from any interest or title of a lessor or sublessor under any lease or sublease not prohibited by Section 6.03 entered into by the Company or any Subsidiary as lessee; (g) Liens arising from precautionary UCC financing statements filed in connection with leases; (h) Liens in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off); (i) Liens on xxxx xxxxxxx money deposits made in connection with letters of intent or purchase agreements; (j) Liens arising on intellectual property in connection with the grant by the owner of such intellectual property of non-exclusive licenses in the ordinary course; (k) Liens of any securities intermediary arising as a matter of law on securities or other assets held by such securities intermediary; (l) Liens on assets of any Broker Dealer Subsidiary created or otherwise arising in the ordinary course of its business; (m) liens in favor of only the Company or one or more Subsidiaries granted by the Company or a Subsidiary to secure any obligations owed to the Company or a Subsidiary; and (n) other Liens not expressly permitted by clauses (a) through (m) above; provided that the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (n), (ii) without duplication of the foregoing clause (i), the aggregate principal amount of Indebtedness and the aggregate value of preferred stock or other preferred equity interests permitted by Section 6.02(n) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of (y) US$200,000,000 and (z) 18% of Consolidated EBITDA for the Test Period most recently ended on or prior to the date of incurrence of any such Lien. Notwithstanding the foregoing provisions of this Section, to the extent that more than 25% of the value of the assets of the Company, or of the Company and the Subsidiaries taken as a whole, that are subject to the restrictions of this Section is at any time represented by Margin Stock (within the meaning of Regulation U), the Company and the Subsidiaries shall be free to sell, pledge or otherwise dispose of such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this Section).

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof; (cb) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (c) any Lien on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower or any Subsidiary; (d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary; (e) accounts receivable balances of up to $300,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions; (f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii); and (g) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted under Section 6.01(a)(ix) and the aggregate sale price of the assets sold in sale and leaseback transactions permitted under Section 6.03, do not exceed 15% of Consolidated Net Tangible Assets at any time.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.03; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by not otherwise permitted under this Section securing obligations in an aggregate amount not exceeding at any time 20% of Consolidated Tangible Net Worth as at the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets end of the Borrower or any Subsidiaryimmediately preceding fiscal quarter of the Borrower.

Liens. The Borrower will not, and will not permit any Significant Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Significant Subsidiary existing on the date hereof and set forth described in Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Significant Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Significant Subsidiary or existing on any property or asset of any Person that becomes a Significant Subsidiary after the date hereof 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 Significant Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Significant Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) Debt incurred solely for the purpose of Section 6.01financing such acquisition, construction or improvement, (ii) such security interests and the Indebtedness Debt secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, and (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Significant Subsidiary; (e) Liens on accounts receivable (and in property securing or otherwise supporting such accounts receivable together with proceeds thereof) of the Borrower and its Significant Subsidiaries in connection with a Receivables Securitization; (f) Liens on real property securing Debt and other obligations in an aggregate principal amount not to exceed $1,000,000,000 at any time outstanding; and (g) Liens not otherwise permitted by the foregoing clauses of this Section securing Debt and other obligations in an aggregate principal and notional amount not to exceed at any time outstanding 5% of Consolidated Net Tangible Assets.

Liens. The Borrower (a) Create, incur, assume or suffer to exist, nor will not, and will not it permit any Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist exist, except, in each case, in favor of Borrower or any Subsidiary, any Lien on upon any property of its properties or asset assets, real or personal, whether now owned or hereafter acquired by itacquired, or assign of or sell upon any income or revenues (including accounts receivable) profits therefrom, without making effective provision, and Borrower covenants that in any such case it will make or rights in respect of cause to be made effective provision, whereby the Obligations shall be secured by such Lien equally and ratably with any thereofand all other Indebtedness to be secured thereby, except: (a) Permitted Encumbrances;so long as any such other Indebtedness shall be so secured. (b) Nothing in this Section shall be construed to prevent Borrower or a Subsidiary from creating, assuming or suffering to exist, and Borrower and its Subsidiaries are hereby expressly permitted to create, assume or suffer to exist, without securing the Loans as hereinabove provided, Liens of the following character: (i) Liens existing on the Closing Date and listed on Schedule 7.01; (ii) Liens securing Indebtedness issued (a) pursuant to the UES First Mortgage Bond Indenture or other Indebtedness of UES which is not guaranteed by Borrower or any other Subsidiary of Borrower and so long as no such Lien on encumbers any property or asset of the Borrower or any Subsidiary existing on of Borrower (other than UES), or Liens granted to secure the date hereof refinancing of Indebtedness related thereto; and set forth (b) to finance or refinance any of Borrower’s premises located in Schedule 6.02; provided that (i) such Lien shall not apply to any other property New Hampshire, Massachusetts or asset of the Borrower Maine or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount property acquired in replacement thereof; (ciii) any purchase money mortgage or other Lien existing on any property of Borrower or asset prior to a Subsidiary at the time of acquisition, whether or not assumed, or created contemporaneously with the acquisition thereof by or construction of property, to secure or provide for the Borrower payment of the purchase or construction price of such property, and any Subsidiary conditional sales agreement or existing on other title retention agreement with respect to any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiaryhereafter acquired; provided provided, however, that (i) the aggregate principal amount of the Indebtedness secured by all such Lien is mortgages and other Liens on a particular parcel of property shall not created in contemplation exceed 100% of the lesser of the total cost or in connection with such fair market value at the time of the acquisition or construction of such Person becoming property, including the improvements thereon (as determined in good faith by the Board of Directors of Borrower or the relevant Subsidiary), and (ii) the Indebtedness secured by all such mortgages and other Liens is permitted under Section 7.02; (iv) Liens in respect of any Capital Lease which is permitted pursuant to Section 7.02(f); (v) deposits, Liens or pledges to enable Borrower or a Subsidiary to exercise any privilege or license, or to secure payment of worker’s compensation, unemployment insurance, old age pensions or other social security, or to secure the performance of bids, tenders, contracts or leases to which Borrower or a Subsidiary is a party, or to secure public or statutory obligations of Borrower or a Subsidiary, as or to secure surety, stay or appeal bonds to which Borrower or a Subsidiary is a party; or other similar deposits or pledges made in the case may beordinary course of business; (vi) mechanics’, workmen’s, repairmen’s, materialmen’s or carrier’s liens or other similar Liens arising in the ordinary course of business; or deposits or pledges to obtain the release of any such Liens; (vii) Liens (i) securing judgments or awards for the payment of money not constituting an Event of Default under Section 8.01(h), (ii) arising out of judgments or awards which judgments or awards are discharged within ninety (90) days after entry thereof (or such Lien shall not apply to shorter period of time in which a judgment creditor may execute upon any other property such judgment or assets of the Borrower or any Subsidiary and award); (iii) such Lien shall secure only those obligations arising out of judgments or awards with respect to which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiarya Subsidiary shall in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution pending such appeal or proceeding for review shall have been secured; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.or

Liens. The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created pursuant to any Loan Document; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the such Borrower or Subsidiary or any other Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) Liens on cash collateral securing obligations owed to Xxxxx Fargo Bank, N.A. (or any of its Affiliates) as set forth in the Pay-Off Letter, so long as any remaining unapplied cash collateral is returned to the Company within 120 days of the Effective Date; (e) any Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by the any Borrower or any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any such Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (df) Liens of a collecting bank arising in the ordinary course of business under Section 4‑208 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; (g) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.06; (h) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or Equipment and real property (and fixtures thereon) (other than any SubsidiaryEligible Real Property); provided that (i) such security interests Liens secure Indebtedness permitted by clause (en) of Section 6.01; (i) Liens on deposits made to secure obligations under Swap Agreements with Persons (“Counterparties”) that are not Secured Parties, so long as: (i) no such deposit is provided by a Loan Party when an Event of Default has occurred and is continuing, and (ii) no such security interests and deposits in excess of an aggregate amount of $1,000,000 at any one time shall be provided by a Loan Party unless after giving effect to providing such deposit, on a pro forma basis, either: (I) at all times for the Indebtedness secured thereby are incurred 45 day period prior to providing such deposit and after giving effect thereto, Excess Availability is greater than or within 90 days equal to an amount equal to 25% of the aggregate Revolving Commitments, or (II) (x) at all times for the 45 day period prior to providing such deposit and after giving effect thereto, Excess Availability is greater than or equal to an amount equal to 20% of the aggregate Revolving Commitments, and (y) the Fixed Charge Coverage Ratio, calculated on a trailing four fiscal quarter basis, is greater than or equal to 1.2 to 1.0, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Administrative Agent under the Loan Documents; (j) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by such acquisition Subsidiary; (1) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the completion Company or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition and (2) solely in connection with the Specified Acquisition and solely to the extent contemplated by Section 2.02(c) of the Transition Services Agreement (and only for so long as the Transition Services Agreement is in force and effect), any Lien on the “working capital” deposit account of the Company or any of its Subsidiaries arising solely as a result of the withdrawal rights and/or co-signatory rights of the Seller (and/or any affiliates of the Seller party to the Transition Services Agreement) with respect to such construction deposit account; provided that the aggregate credit balance in such deposit account shall not exceed $3,000,000 at any one time; (l) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under Section 6.1; (m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties in connection with the importation of goods so long as such liens attach only to the imported goods; (n) leases, licenses, subleases or improvementsublicenses of real property or equipment granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole, or (iiiii) secure any Indebtedness; (o) non-exclusive licenses or sublicenses of intellectual property granted by any Loan Party in the ordinary course of business; (p) other Liens which do not secure Indebtedness for borrowed money or letter of credit reimbursement obligations and as to which the aggregate principal amount of the Indebtedness secured thereby does not exceed $500,000; and (q) Liens securing Indebtedness incurred pursuant to Section 6.01(r); provided that any such Lien shall encumber only the cost vehicles acquired with the proceeds of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any SubsidiaryIndebtedness.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth on Schedule 6.01 or resulting from operating leases existing on the date hereof being reclassified as capital leases in Schedule 6.02accordance with GAAP; provided that (i) such Lien shall not apply to any other property or asset (other than accessions, modifications and proceeds thereof) of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary on or after the date hereof 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 (other than accessions, modifications and proceeds thereof) of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets (other than accessions, modifications and proceeds thereof) of the Borrower or any Subsidiary; and (e) Liens not otherwise permitted pursuant to this Section 6.01 securing Indebtedness of the Borrower or any Subsidiary (not otherwise prohibited hereunder) in an aggregate principal amount at no time exceeding (i) $30,000,000 minus (ii) the aggregate principal amount of Indebtedness of Subsidiaries permitted solely by clause (e) of Section 6.02 outstanding at such time.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (ef) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens created pursuant to the Credit Documents; and (f) Liens of landlords on property of the Borrower or its Subsidiaries present on leased locations of the Borrower or its Subsidiaries, which Liens are subordinated to the Liens arising pursuant to the Security Documents on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent (which documentation the Administrative Agent and the Collateral Agent are hereby authorized to enter into by the Lenders).

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) in the case of any Subsidiary, such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) 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 (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) Liens on assets of the Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate outstanding principal amount of the Indebtedness and other obligations subject to such Liens, when aggregated with the aggregate outstanding principal amount of Indebtedness permitted by Section 6.01(i), does not at any time exceed 7.5% of Consolidated Total Assets (calculated as of the most recently ended fiscal quarter and determined at the time of the incurrence of such Indebtedness by reference to the Borrower’s financial statements most recently delivered pursuant to Section 5.01(a) or (b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)) at any time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.03; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary Subsidiary, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets property, plant and equipment acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (ec) of Section 6.016.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the cost of acquiring, constructing or improving such fixed or capital assets property, plant and equipment, and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens on cash securing any Hedging Agreements in an aggregate amount not to exceed $50,000,000 at any time; and (f) Liens securing Indebtedness in an aggregate principal amount not to exceed $25,000,000 at any time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition Acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 Acquisition or such Person becoming a SubsidiarySubsidiary , as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition Acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) Liens securing Indebtedness permitted by clause (f) and clause (g) of Section 6.01, provided that the aggregate Indebtedness secured by those Liens does not exceed $5,000,000 at any time.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Transaction Liens; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary Wireline Company existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary Wireline Company and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (plus the amount of any capitalized interest thereon and any premiums and fees and expenses); (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary Wireline Company or existing on any property or asset of any Person that (i) becomes a Subsidiary after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary or (ii) is a Merged Person prior to the applicable merger (the “Applicable Merger”); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or acquisition, such Person becoming a SubsidiarySubsidiary or the Applicable Merger, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary Wireline Company and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or acquisition, the date such Person becomes a SubsidiarySubsidiary or the date of the Applicable Merger, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andthereof (plus the amount of any capitalized interest thereon and any premiums and fees and expenses); (de) Liens on fixed or capital assets acquired, constructed constructed, restored or improved by any Wireline Company (including any such assets made the Borrower or any Subsidiarysubject of a Capital Lease Obligation); provided that (i) such security interests Liens secure Indebtedness permitted by clause (evii) of Section 6.016.01(a), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 150 days after such acquisition or the completion of such construction construction, restoration or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of any Wireline Company; (f) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any Wireline Company on deposit with or in possession of such bank arising in the ordinary course of business; (g) Liens in favor of the Borrower or any SubsidiaryGuarantor; (h) Liens on cash or Cash Equivalents securing (a) obligations of any Wireline Company under Swap Agreements permitted under Section 6.07, or (b) letters of credit that support such obligations under such Swap Agreements; provided that the aggregate principal amount secured by all such Liens shall not at any time exceed $35,000,000; (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods, in each case entered into in the ordinary course of business; (j) Liens securing Permitted Refinancing Indebtedness (except as provided in clause (e) of the definition thereof); provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced; (k) Liens (i) attaching to advances to a seller of any property to be acquired, (ii) consisting of an agreement to dispose of property and (iii) on xxxx xxxxxxx money deposits in connection with Investments permitted under Section 6.04; (l) Liens on insurance policies and the proceeds thereof granted in the ordinary course to secure the financing of insurance premiums with respect thereto; (m) Liens by virtue of statute in favor of any Lender in respect of the Investment of the Loan Parties in non-voting participation certificates of such Lender permitted pursuant to clause (s) of Section 6.04; (n) Liens not otherwise permitted by this Section to the extent that the aggregate outstanding principal amount of the obligations secured thereby (determined as of the date such Lien is incurred) does not exceed $100,000,000 at any time outstanding; and (o) Liens on the Collateral securing Permitted Pari Passu Indebtedness permitted under Section 6.01(a)(xviii).

Liens. The Borrower Company will not, and nor will not it cause or permit any Subsidiary Borrower to, create, incur, assume or permit to exist any Lien on (i) any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereofthereof (other than any assignment or sale of such income, exceptrevenues or rights in connection with the sale, assignment or transfer of the underlying property or asset) or (ii) any Equity Interests of any of the Company’s Designated Subsidiaries, except in each case: (a) Permitted EncumbrancesLiens on any property or assets of (i) the Company existing on the Effective Date or (ii) any Subsidiary Borrower existing on the date any Subsidiary first becomes a Subsidiary Borrower, and, if any Subsidiary ceases to be a Subsidiary Borrower and is subsequently redesignated as a Subsidiary Borrower, Liens on any property or assets of such Subsidiary Borrower as of the date of such redesignation; (b) any Lien Liens on any property or asset assets of any Person existing at the Borrower time such Person is merged or consolidated with or into the Company or any Subsidiary existing on the date hereof Borrower, and set forth not created in Schedule 6.02; provided that (i) contemplation of such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofevent; (c) any Lien existing on any property or asset assets prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a SubsidiaryBorrower; 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 beacquisition, (ii) such Lien shall does not apply to any other property or assets of the Borrower Company or any Subsidiary Borrower and (iii) such Lien shall secure secures only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andacquisition; (d) Liens on fixed any property or capital assets acquired, constructed or improved by the Borrower Company or any SubsidiarySubsidiary Borrower; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness (including Capital Lease Obligations) secured thereby are incurred prior to or within 90 360 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed property or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Borrower Company or any SubsidiarySubsidiary Borrower; (e) Permitted Encumbrances; (f) judgment Liens securing judgments not constituting an Event of Default under Article VII; (g) Liens arising in connection with Swap Contracts for the purpose of hedging or mitigating risks to which the Company or any Subsidiary Borrower is exposed in connection with the conduct of business or the management of assets or liabilities of the Company or any of its Subsidiaries; (h) Liens on securities owned by the Company or any Subsidiary Borrower which are pledged to any Federal Home Loan Bank or other government sponsored entity to secure advances and extensions of credit made to the Company or any Subsidiary Borrower in the ordinary course of business by any Federal Home Loan Bank or by any other government sponsored entity in connection with programs that are generally available to similarly situated companies in the insurance or financial services industry; (i) Liens arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies, insurance regulators or as otherwise incurred in the ordinary course of business of the Company or any Subsidiary Borrower; (j) Liens on any real property and personal property relating thereto securing Limited Recourse Real Estate Indebtedness of any Subsidiary Borrower; (k) Liens not otherwise permitted by this Section arising in the ordinary course of the business of the Company or any Subsidiary Borrower that do not secure any Indebtedness; (l) Liens arising out of Securities Transactions entered into in the ordinary course of business; (m) Liens on, or sales or transfers of, securitized assets (including notes, bonds and other securities or accounts receivable) in connection with securitizations of such assets that in each case are entered into in connection with the conduct of business or the management of assets or liabilities of the Company or any of its Subsidiaries; provided that no such Lien shall extend to or cover any property or assets other than the assets subject to such securitization (including the proceeds of the foregoing) and related rights under the securitization documents; (n) Liens securing obligations in respect of letters of credit issued on behalf of any Insurance Subsidiary for insurance regulatory or reinsurance purposes; (o) Liens securing obligations in connection with ordinary course operation of the affordable housing business of SAFG Retirement Services, Inc. and its subsidiaries; (p) Liens on the Equity Interests of direct subsidiaries of AGC Life Insurance Company; (q) Liens on intercompany Indebtedness of any Subsidiary Borrower owed to the Company or any other Subsidiary Borrower; (r) Liens incurred pursuant to the Loan Documents; (s) Liens securing Operating Indebtedness; (t) Liens securing Indebtedness in respect of letters of credit, bankers’ acceptance and/or loan facilities required to support the capital requirements of Ascot Corporate Name Ltd., as a member of Lloyds of London; (u) Liens on any assets as security required by applicable Law as a condition to the transaction of any business; (v) Liens securing Indebtedness not otherwise permitted by this Section; provided that the aggregate principal amount of the Indebtedness secured by such Liens shall not exceed the greater of (i) $6,000,000,000 and (ii) 5% of Consolidated Net Worth at any one time outstanding; and (w) any extension, renewal or replacement of the foregoing; provided that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or assets (other than a substitution of like assets) unless such additional Indebtedness or assets would have been permitted in connection with the original creation, incurrence or assumption of such Lien.

Liens. The Borrower will not, and will not permit any Applicable Subsidiary that is a Guarantor to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens securing the Indebtedness permitted by clause (e) of Section 6.01 and placed on the property described therein contemporaneously with the purchase thereof or within 90 days thereafter, by the Borrower or any of its Subsidiaries to secure all or a portion of the purchase price thereof; provided that such Lien shall not extend to any other property or assets of the Borrower or its Subsidiaries; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, and any interest of a landowner in the case of easements entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the property subject to the easement; (g) Liens not otherwise permitted by this Section so long as (i) the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and all its Subsidiaries) at any one time, $25,000,000 and (ii) such Liens are not secured by the Collateral; (h) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section; (i) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; and (j) Liens created pursuant to any Loan Documents (including Liens pursuant to the Loan Documents securing the Term Loan Agreement and Indebtedness under the Note Purchase Agreements and the Notes) so long as such Liens are subject to the Intercreditor Agreement.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 SubsidiarySubsidiary , as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) Liens securing Indebtedness permitted by clause (f) of Section 6.01.

Liens. The Borrower Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on of any property kind upon any of its or asset their respective Properties (including the Capital Stock of any Restricted Subsidiary), whether now owned or hereafter acquired by itacquired, or assign any revenue or sell any income or revenues (including accounts receivable) or rights in respect of any thereofprofits therefrom, exceptother than and except for: (a) Permitted Encumbrances; (b) any Lien on any property Liens securing indebtedness of a Restricted Subsidiary owing to the Company or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofa Wholly-Owned Restricted Subsidiary; (c) any Lien Liens on the Capital Stock of Unrestricted Subsidiaries; (d) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset Property of any a Person that becomes a Subsidiary after the date hereof prior to at the time such Person becomes a Restricted Subsidiary, or Liens existing prior to the time of acquisition upon any Property acquired by the Company or any Restricted Subsidiary through purchase, merger or consolidation, or otherwise; provided PROVIDED, that except as otherwise permitted by this SECTION 9.9, any such Lien (i) shall not encumber any other Property of the Company or any Restricted Subsidiary and (ii) shall not have been created or modified in any respect in anticipation of such Person's becoming a Restricted Subsidiary or in anticipation of the acquisition by the Company or any Restricted Subsidiary of the real property subject thereto (other than to reflect the assumption of such Lien or other ministerial acts relating thereto); PROVIDED, HOWEVER, that the aggregate amount of indebtedness secured by all Liens permitted pursuant to this CLAUSE (D) shall not exceed $25,000,000 in the aggregate for all Persons; (e) Liens placed on Property at the time of acquisition thereof to secure all or a portion of (or to secure Total Debt incurred to pay all or a portion of) the purchase price of such acquisition; PROVIDED that (i) such Lien Property is not created and shall not become encumbered in contemplation an amount in excess of the lesser of the cost or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, fair market value thereof; and (ii) any such Lien shall not apply to encumber any other property or assets Property of the Borrower Company or any Subsidiary and a Restricted Subsidiary; PROVIDED, HOWEVER, that the aggregate amount of indebtedness secured by all Liens permitted pursuant to this CLAUSE (iiiE) such Lien shall secure only those obligations which it secures on not exceed $25,000,000 in the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofaggregate for all Persons; and (df) Liens (other than Liens on fixed or capital assets acquired, constructed or improved by the Borrower or Capital Stock of a Restricted Subsidiary) securing indebtedness in an aggregate amount for all such Persons not to exceed $50,000,000 at any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiaryone time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.04; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.016.03, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) 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 (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens on any property or assets of the Borrower or any Subsidiary in favor of any other Subsidiary or the Borrower securing obligations not exceeding (i) $15,000,000 in 2005 and (ii) in each fiscal year thereafter, the amount which is ten per cent in excess of the aggregate principal amount permitted in the prior fiscal year; (f) Liens incurred by WEX Bank in the ordinary course of its business in connection with the issuance of certificates of deposit, escrow deposits in the form of money market deposits, customer deposits and borrowed federal funds; and (g) Liens not otherwise permitted hereunder which secure obligations not exceeding in the aggregate $5,000,000 at any time outstanding.

Liens. The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; (e) Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted under clauses (b), (c) or (d) above; provided, that (i) such Indebtedness is not secured by any additional assets and (ii) the amount of such Indebtedness secured by any such Lien is not increased; (f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.09; (g) Liens in connection with or to secure Indebtedness permitted under Section 6.01 that arise under Permitted Receivables Facilities or Vendor Trade Programs so long as the parties to each such Permitted Receivables Facility or Vendor Trade Program are bound by, and such Liens are subject to, the Intercreditor Agreement; (h) Liens that are contractual rights of set-off; (i) licenses, sublicenses, leases or subleases granted to or from others that do not interfere in any material respect with the business of the Company or any Subsidiary; (j) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods; (k) Liens on Government Contract Payments (and related equipment, as applicable) arising in favor of a Government Contract Payment Purchaser in connection with a Government Contract Payment Sale; (l) Liens securing Indebtedness permitted under Section 6.01(q); (m) Liens on deposit accounts subject to Cash Pooling Arrangements securing Indebtedness permitted under Section 6.01(r); and (n) other Liens securing obligations in an aggregate principal amount at any time not to exceed $2,500,000.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Transaction Liens; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary Wireline Company existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary Wireline Company and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (plus the amount of any capitalized interest thereon and any premiums and fees and expenses); (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary Wireline Company or existing on any property or asset of any Person that (i) becomes a Subsidiary after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary or (ii) is a Merged Person prior to the applicable merger (the “Applicable Merger”); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or acquisition, such Person becoming a SubsidiarySubsidiary or the Applicable Merger, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary Wireline Company and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or acquisition, the date such Person becomes a SubsidiarySubsidiary or the date of the Applicable Merger, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andthereof (plus the amount of any capitalized interest thereon and any premiums and fees and expenses); (de) Liens on fixed or capital assets acquired, constructed constructed, restored or improved by any Wireline Company (including any such assets made the Borrower or any Subsidiarysubject of a Capital Lease Obligation); provided that (i) such security interests Liens secure Indebtedness permitted by clause (evii) of Section 6.016.01(a), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 150 days after such acquisition or the completion of such construction construction, restoration or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of any Wireline Company; (f) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of any Wireline Company on deposit with or in possession of such bank arising in the ordinary course of business; (g) Liens in favor of the Borrower or any SubsidiaryGuarantor; (h) Liens on cash or Cash Equivalents securing (a) obligations of any Wireline Company under Swap Agreements permitted under Section 6.07, or (b) letters of credit that support such obligations under such Swap Agreements; provided that the aggregate principal amount secured by all such Liens shall not at any time exceed $35,000,000; (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods, in each case entered into in the ordinary course of business; (j) Liens securing Permitted Refinancing Indebtedness (except as provided in clause (e) of the definition thereof); provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced; (k) Liens (i) attaching to advances to a seller of any property to be acquired, (ii) consisting of an agreement to dispose of property and (iii) on xxxx xxxxxxx money deposits in connection with Investments permitted under Section 6.04; (l) Liens on insurance policies and the proceeds thereof granted in the ordinary course to secure the financing of insurance premiums with respect thereto; (m) Liens by virtue of statute in favor of any Lender in respect of the Investment of the Loan Parties in non-voting participation certificates of such Lender permitted pursuant to clause (s) of Section 6.04; (n) Liens not otherwise permitted by this Section to the extent that the aggregate outstanding principal amount of the obligations secured thereby (determined as of the date such Lien is incurred) does not exceed $100,000,000 at any time outstanding; (o) Liens on the Collateral securing Permitted Pari Passu Indebtedness permitted under Section 6.01(a)(xviii); (p) Liens on Excluded RUS Grant Assets in favor of RUS granted pursuant to a RUS Grant and Security Agreement; provided that aggregate amount of RUS Grant Funds shall not exceed $275,000,000; and (q) Liens on any Notes Escrow Account (and the Notes Escrowed Proceeds held therein) securing the related Permitted Escrow Notes, but only so long as the related Notes Escrow Arrangements are in effect.

Liens. The Borrower will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues other than the following (including accounts receivable) or rights in respect of any thereof, except:each a “Permitted Lien”): (a) Customary Permitted EncumbrancesLiens; (b) Liens pursuant to any Lien on any property or asset of the Borrower or any Subsidiary Loan Document; (c) Liens existing on the date hereof and set forth listed on Schedule 7.01 and any renewals or extensions thereof; (d) any attachment or judgment Lien not otherwise constituting an Event of Default under Section 8.01(h) in Schedule 6.02; provided that existence less than sixty (60) days after the entry thereof or with respect to which (i) such Lien shall not apply to any other property execution has been stayed, (ii) payment is covered in full by insurance, or asset of (iii) the Borrower or any Subsidiary of its Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and (ii) shall have set aside on its books such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofreserves as may be required by GAAP with respect to such judgment or award; (ce) any Lien Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset assets of any Person that becomes a Subsidiary after the date hereof prior to at the time such Person becomes a Subsidiary; Subsidiary or such property or assets are acquired, but only, in any such case, (i) if such Lien was not created in contemplation of such Person becoming a Subsidiary or such property or assets being acquired, and (ii) so long as such Lien does not encumber any assets other than the property subject to such Lien at the time such Person becomes a Subsidiary or such property or assets are acquired; (f) Liens on assets securing Indebtedness permitted to be incurred or assumed pursuant to Section 7.03(e), including any interest or title of a lessor under any Capitalized Lease, provided that (i) any such Lien is does not created in contemplation encumber any property other than assets constructed or acquired with the proceeds of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, Indebtedness and (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiringthe property being acquired on the date of acquisition; (g) Leases, constructing subleases, licenses and sublicenses granted in the ordinary course of business, which could not reasonably be expected to have a Material Adverse Effect; (h) any Lien constituting a renewal, extension or improving replacement of any Lien permitted by clauses (c), (f) or (g) of this Section 7.01, but only, in the case of each such fixed renewal, extension or capital assets replacement Lien, to the extent that the principal amount of Indebtedness secured thereby does not exceed the principal amount of such Indebtedness so secured unless such excess is permitted by Section 7.03 to be incurred and by this Section 7.01 to be secured by such Lien at the time of the extension, renewal or replacement, the maturity thereof is not shortened and such Lien is limited to all or a part of the property subject to the Lien extended, renewed or replaced; (i) Liens on cash collateral pursuant to Sections 2.03, 2.05(c), and 2.17 of the Revolving Credit Agreement (as in effect on July 20, 2011 or any successor provisions thereto); (j) other Liens securing obligations, including Indebtedness for borrowed money (other than (A) the Indebtedness created pursuant to the Note Purchase Agreement, except to the extent the Obligations and the “Obligations” (as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement are secured equally and ratably with such Indebtedness and (ivB) the “Obligations” under (and as defined in) the Revolving Credit Agreement, except to the extent the Obligations under this Agreement are secured equally and ratably with such Obligations by all collateral securing the “Obligations” under the Revolving Credit Agreement other than any cash or other collateral security interests shall for “L/C Obligations” under (and as defined in) the Revolving Credit Agreement, in an aggregate principal amount (including the entire unused amount of committed credit facilities and all outstanding Indebtedness, liabilities and obligations) not apply to any other property or assets exceeding 10% of Consolidated Net Worth as of the Borrower or any Subsidiarytime of the granting of such Lien; provided, that, to the extent a Lien granted pursuant to this Section 7.01(j) was permitted hereunder at the time of the grant of such Lien, such Lien will continue to be permitted hereunder notwithstanding a subsequent decrease in Consolidated Net Worth.

Liens. The Borrower will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it, it or assign or sell on any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset assets of the Borrower or any Subsidiary and its Subsidiaries existing on the date hereof Third Amendment and set forth Restatement Effective Date and encumbering property or assets with a fair market value, and securing obligations having a principal amount, in Schedule 6.02each case of less than $25,000,000; provided that (ix) such Lien Liens shall secure only those obligations which they secure on the Third Amendment and Restatement Effective Date and extensions, renewals and replacements thereof permitted hereunder and (y) such Liens shall not apply to any other property or asset assets of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on of the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofSubsidiaries; (cb) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Third Amendment and Restatement 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 does not apply to any other property or assets of the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do permitted hereunder; (c) Liens for Taxes not increase the outstanding principal amount thereof; andyet delinquent or which are being contested in compliance with Section 6.03; (d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens on fixed or capital assets acquired, constructed or improved arising in the ordinary course of business and securing obligations that are not overdue by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within more than 90 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 (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.which are being contested in compliance with Section 6.03;

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness of a Loan Party or Indebtedness permitted by clause (ed) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) 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 (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) Liens on assets of the Borrower and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed seven and a half percent (7.5%) of Consolidated Net Worth (determined by reference to the most recent financial statements of the Borrower delivered pursuant to Section 5.01(a) or 5.01(b) or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to such Section, the most recent financial statements referred to in Section 3.04(a)).

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property fixed or capital asset (including equipment) prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and Subsidiary, (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and, and (iv) the aggregate principal amount of all Indebtedness secured by Liens permitted by this clause (d) shall not at any time exceed $25,000,000; (de) Liens on fixed or capital assets (including equipment) acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause subclause (ei) of Section 6.016.01(e), including Capital Lease Obligations, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on property of the Borrower or any of its Subsidiaries securing Indebtedness owing to Lake Park Insurance, Ltd. permitted by Section 6.01(i) provided that the aggregate principal amount of all Indebtedness secured by such Liens shall not at any time exceed $35,000,000; (i) Liens on property of the Borrower or any of its Subsidiaries securing Indebtedness owing to a Loan Party permitted by Section 6.01(c) and (ii) Liens on property of any Subsidiary that is not a Material Subsidiary securing Indebtedness owing to any other Subsidiary that is not a Material Subsidiary permitted by Section 6.01(c); (h) Liens securing Indebtedness of Foreign Subsidiaries permitted by subclause (ii) of Section 6.01(e) provided that such Liens encumber only assets of the Foreign Subsidiaries; (i) Liens granted in connection with any Receivable Securitization Facility permitted hereunder on the receivables sold pursuant thereto (together with all collections and other proceeds thereof and any collateral securing the payment thereof), all right, title and interest in and to the lockboxes and other collection accounts in which proceeds of such receivables are deposited, the rights under the documents executed in connection with such Receivable Securitization Facility and in the Equity Interests issued by any special purpose entity organized to purchase the receivables thereunder; (j) Liens on cash securing Indebtedness arising in connection with Swap Agreements permitted by Section 6.07; and (k) other Liens not otherwise permitted by this Section 6.02 provided that the aggregate book value of assets subject to the Liens permitted by this clause (k) does not exceed $5,000,000 at any time.

Liens. The Borrower will not, and will not permit any Subsidiary that is a Guarantor to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens securing the Indebtedness permitted by clause (d) of Section 6.01 and placed on the property described therein contemporaneously with the purchase thereof or within 90 days thereafter, by the Borrower or any of its Subsidiaries to secure all or a portion of the purchase price thereof; provided that such Lien shall not extend to any other property or assets of the Borrower or its Subsidiaries; (e) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) any interest or title of a lessor under any lease entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the assets so leased, and any interest of a landowner in the case of easements entered into by the Borrower or any of its Subsidiaries in the ordinary course of its business and covering only the property subject to the easement; (g) Liens not otherwise permitted by this Section so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Borrower and all its Subsidiaries) at any one time, (i) if the Borrower has not achieved an Investment Grade Rating, $25,000,000 or, (ii) if the Borrower has achieved an Investment Grade Rating, 10% of Consolidated Net Tangible Assets; (h) any Lien created or assumed by the Borrower or any Subsidiary in connection with the issuance of Indebtedness, the interest on which is excludable from gross income of the holder of such Indebtedness pursuant to the Code, for the purpose of financing, in whole or in part, the acquisition or construction of property or assets to be used by the Borrower or its Subsidiaries; (i) Liens on any additions, improvements, replacements, repairs, fixtures, appurtenances or component parts thereof attaching to or required to be attached to property or assets pursuant to the terms of any mortgage, pledge agreement, security agreement or other similar instrument, creating a Lien upon such property or asset otherwise permitted under this Section; (j) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses of this Section, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets; and (k) Liens securing Indebtedness permitted by Section 6.01(e); provided that the Indebtedness secured thereby does not exceed 100% of the fair market value of the assets or Equity Interests acquired in such transaction or acquisition.

Liens. The Borrower Neither the Parent nor the Company will, nor will not, and will not the Parent or the Company permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset assets of any kind (real or personal, tangible or intangible) of the Parent, the Company or any such Subsidiary whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptexcept that the foregoing shall not apply to: (a) any Permitted EncumbrancesLien; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing in existence on the date hereof and set forth Closing Date that is listed in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof7.02 hereto; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent, the Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Closing 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 the Borrower Parent, the Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be Subsidiary and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on Liens: (i) that are placed upon fixed or capital assets or real estate, acquired, constructed or improved by the Borrower Parent, the Company or any Subsidiary; , provided that (iA) such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.017.01(b), (iiB) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets or real estate; and (ivD) such security interests Liens shall not apply to any other property or assets of the Borrower Company or any Subsidiary; or (ii) arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any such Liens, provided that the principal amount of such Indebtedness is not increased and such Indebtedness is not secured by any additional assets; (e) Liens securing Indebtedness permitted under Section 7.01(d); (f) Liens of sellers of goods to the Parent or its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; (g) Liens on raw materials and inventory acquired in the ordinary course of business securing obligations in respect of Trade Letters of Credit issued hereunder; and (h) Liens granted by any Foreign Subsidiary on its assets securing Indebtedness permitted by Section 7.01(i).

Liens. The Borrower Borrowers will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by itasset, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents (or under the Amended Acquired Company Credit Agreement and related documents, but only if all the Company’s rights thereunder, including all Liens (other than Liens on real property) securing the obligations thereunder, shall have been assigned to the Administrative Agent as provided in the Collateral Documents); (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Effective Date prior to the time such Person becomes a SubsidiarySubsidiary (including pursuant to a Permitted Acquisition); provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Borrower Company or any Subsidiary and (iiiC) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (de) Liens on fixed or capital assets acquired(other than Accounts, constructed or improved by the Borrower or any Subsidiary; provided that (iInventory, Equity Interests, Intellectual Property and proceeds thereof) such security interests secure securing Indebtedness permitted by clause (e) of under Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary6.01(a)(viii).

Liens. The Neither the Borrower will not, and will not permit nor any Subsidiary to, will create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivablereceivable and royalties) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Original Effective Date and set forth in on Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the date hereof Original Effective Date and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into the Borrower or a Subsidiary in a transaction permitted hereunder) after the date hereof Original Effective Date prior to the time such Person becomes a SubsidiarySubsidiary (or is so merged or consolidated); 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 beSubsidiary (or such merger or consolidation), (ii) such Lien shall not apply to any other property or assets asset of the Borrower or any Subsidiary (other than, in the case of any such merger or consolidation, the assets of any Person that is a party thereto) and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary (or is so merged or consolidated), as the case may be and any extensions, renewals and replacements refinancings thereof that do not increase the outstanding principal amount thereof (other than by an amount not to exceed interest, premiums and fees payable in connection with such extension, renewal or refinancing) and, in the case of any such obligations constituting Indebtedness, that are permitted under Section 6.01 as Refinancing Indebtedness in respect thereof; and; (de) Liens on fixed or capital assets or Intellectual Property acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests Liens secure only Indebtedness permitted by clause (eSection 6.01(e) of Section 6.01, and obligations relating thereto not constituting Indebtedness and (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets asset of the Borrower or any Subsidiary (other than the proceeds and products thereof); provided further that in the event purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets or Intellectual Property financed by such Person; (f) 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 restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (g) 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 call 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; (h) Liens solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder; (i) any Lien on assets of any Foreign Subsidiary; provided that (A) such Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral) or any other assets of any Loan Party and (B) such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary permitted hereunder; and (j) other Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed $10,000,000 at any time outstanding. Notwithstanding the foregoing, no Lien, other than Liens permitted under clauses (a), (b), (e), (i) and (j) of the definition of the term “Permitted Encumbrances” and clauses (a), (d), (e) and (f) above, may attach to any Account or Intellectual Property of the Borrower or any Loan Party.

Liens. The Borrower Holding Company will not, and nor will not it permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by itit or any of its Subsidiaries, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Holding Company or any Subsidiary existing on the date hereof Third Amendment Effective Date and set forth in on Schedule 6.026.3; provided that that, if such Lien is not released within sixty (60) days after the date hereof (i) such Lien shall not apply to any other property or asset of the Borrower Holding Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof over the amount set forth on Schedule 6.3; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Holding Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Holding Company or any Subsidiary Subsidiary, (iii) such Lien secures Indebtedness permitted by Section 6.2(k) and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved acquired by the Borrower Company or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.016.2(k), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvementsimultaneously therewith, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving acquiring such fixed or capital assets and assets, (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; and (v) the aggregate Indebtedness secured by all such Liens does not exceed $10,000,000; (e) Liens arising in connection with sale and leaseback transactions (i) described in Section 6.2(j)(x) or (ii) other sale and leaseback transactions permitted under Section 6.10(d); and (f) a security interest granted by Tire Kingdom to Michelin Tire Corporation, as secured party, with respect to all inventory previously and hereafter purchased from Michelin Tire Corporation by Tire Kingdom and all proceeds thereof."

Liens. The Borrower Each Credit Party will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower any Credit Party or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.3; provided that (i) such Lien shall not apply to any other property or asset of the Borrower any Credit Party or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower any Credit Party or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower any Credit Party or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens and transfers in connection with the securitization, financing or other transfer of any mortgage loans or mortgage servicing reimbursement rights (and/or, in each case, related rights, interests and servicing assets) owned by the Borrower or any of its Subsidiaries; (e) Liens and transfers in connection with the securitization or other transfer of any credit card receivables (and/or related rights and interests) owned by the Borrower or any of its Subsidiaries; (f) Liens on fixed or capital assets acquired, constructed or improved by the Borrower any Credit Party or any SubsidiarySubsidiary to secure Indebtedness of such Credit Party or such Subsidiary incurred to finance the acquisition, construction or improvement of such fixed or capital assets; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Borrower any Credit Party or any Subsidiary.; (g) Liens arising in connection with repurchase agreements contemplated by Section 6.2(i); provided that such security interests shall not apply to any property or assets of any Credit Party or any Subsidiary except for the mortgage loans or securities, as applicable, subject to such repurchase agreements; (h) Liens arising in connection with Indebtedness permitted by Sections 6.2(l)(v) or 6.2(q), which Liens are granted in the ordinary course of business; (i) Liens not otherwise permitted by this Section 6.3 so long as the Obligations hereunder are contemporaneously secured equally and ratably with the obligations secured thereby; (j) Liens not otherwise permitted by this Section 6.3, so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Credit Parties and all Subsidiaries) $250,000,000 at any one time; (k) Liens and transfers in connection with the RAL Receivables Transaction; (l) Liens securing Indebtedness permitted by subsection 6.2(u); and

Liens. The Borrower Company will not, and will not permit any Material Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andthereof as of such date; (d) Liens any Lien on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of the date such Lien is granted; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness Debt secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower Company or any Subsidiary; (e) any Lien on the property or assets of any Subsidiary of the Company in favor of the Company or any wholly owned Subsidiary (other than a Lien in favor of a non-Material Subsidiary); (f) any Lien on equipment (including printing presses and data-processing equipment) owned by the Company or any Subsidiary and located on the premises of any supplier and used in the ordinary course of the Company's or such Subsidiary's business; (g) any judgment or judicial attachment Lien with respect to any judgment that does not constitute an Event of Default; (h) any Lien securing any reimbursement, indemnification or similar obligation or liability incurred in the ordinary course of business in connection with any letter of credit, letter of guaranty, banker's acceptance, xxxx of exchange or similar instrument to backstop trade obligations of the Company or a Subsidiary; (i) any Lien imposed by law where (x) the validity or amount thereof is being contested in good faith by appropriate proceedings and the Company or any Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (y) the failure to remove such Lien could not reasonably be expected to result in a Material Adverse Effect; (j) any Lien deemed to exist by virtue of any Capital Lease Obligation not otherwise prohibited hereunder; (k) any Lien arising under any Loan Document; (l) any Lien identified on Schedule 6.06 securing any Debt of any Subsidiary; and (m) any Liens securing Debt or any other monetary obligation if, immediately after the incurrence thereof, all amounts of Debt and other monetary obligations secured by Liens which would not be permitted but for this clause (m), when aggregated with the aggregate book value or sale price of the assets sold in sale and leaseback transactions permitted pursuant to Section 6.02 and the amount of Subsidiary Debt permitted pursuant to Section 6.06(e), do not, in the aggregate, exceed 7.5% of Consolidated Assets at the last fiscal quarter end for which financial statements have been delivered.

Liens. The Borrower No Loan Party will, nor will not, and will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) Liens created pursuant to any Loan Document; (c) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02, including any extensions or amendments thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofpermitted under Section 6.01(b); (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary (other than proceeds) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andpermitted pursuant to Section 6.01; (de) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (eg) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.11; (g) bankers liens, rights of set-off and similar Liens incurred on deposits made in the ordinary course of business; (h) Liens on deposits pursuant to Swap Agreements to secure obligations thereunder to the extent such Swap Agreements are permitted hereunder; (i) leases, subleases, and non-exclusive licenses or sublicenses granted to third parties in the ordinary course of business, and exclusive licenses granted to third parties provided that the fair market value of all property for which exclusive licenses are granted shall not exceed $10,000,000 at any time during the term of this Agreement; (j) 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; (k) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business; (l) Liens arising by operation of law or contract on insurance policies and proceeds thereof to secure premiums payable thereunder; (m) Liens arising solely on any xxxx xxxxxxx money deposits, escrow arrangements or similar arrangements made by Borrower or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder; (n) Liens in connection with cash collateral for letters of credit securing real property leases; (o) Liens on real property securing Indebtedness incurred by Virtusa (Pvt.) Limited and permitted under Section 6.01; (p) in connection with the sale or transfer of any other assets in a transaction permitted under Section 6.12, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods by Borrower or any Subsidiaries in the ordinary course of business; (r) Liens constituting a renewal, extension or replacement of any Permitted Encumbrance; (s) Liens securing any Indebtedness financing real estate acquisitions and improvements to the extent permitted under Section 6.01(m); and (t) other Liens, provided that, as of the Effective Date or immediately after giving pro forma effect to the creation, incurrence or assumption of any such Lien or of any Indebtedness secured in reliance on this clause (u) and any substantially concurrent use of proceeds thereof, the aggregate amount of Indebtedness secured by such Lien shall not exceed $7,500,000 and to the extent such Indebtedness is permitted under Section 6.01(o). Notwithstanding the foregoing, no Subsidiary that is a Massachusetts Securities Corporation shall (i) create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except for any Liens permitted under clause (a) of the definition of “Permitted Encumbrances” and Section 6.02(g), or (ii) assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof.

Liens. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist any Lien on upon or with respect to any property or asset assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired by itacquired, or assign or sell any income such property or revenues assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivablereceivable or notes with or without recourse to the Borrower or any of its Subsidiaries, other than for purposes of collection of delinquent accounts in the ordinary course of business) or rights in respect assign any right to receive income, or file or permit the filing of any thereoffinancing statement under the UCC or any other similar notice of Lien under any similar recording or notice statute, exceptEXCEPT that the foregoing restrictions shall not apply to: (a) the Standard Permitted Encumbrances;Liens; and (b) any Lien on any property Liens which (i) are placed upon equipment or asset machinery used in the ordinary course of business of the Borrower or any Subsidiary existing on at the date hereof and set forth in Schedule 6.02; provided that time of (ior within 180 days after) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any such Subsidiary to secure Indebtedness incurred to pay or existing on any property finance all or asset a portion of any Person the purchase price thereof, PROVIDED that becomes a Subsidiary after the date hereof prior to Lien encumbering the time such Person becomes a Subsidiary; provided that (i) such Lien is equipment or machinery so acquired does 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 encumber any other property or assets asset of the Borrower or any such Subsidiary; or (ii) are existing on property or other assets at the time acquired by the Borrower or any Subsidiary or on assets of a person at the time such person first becomes a Subsidiary of the Borrower; PROVIDED that (A) any such Liens were not created at the time of or in contemplation of the acquisition of such assets or person by the Borrower or any of its Subsidiaries; (B) in the case of any such acquisition of a person, any such Lien attaches only to the property and assets of such person; and (iiiC) such Lien shall secure only those obligations which it secures on in the date case of any such acquisition of property or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) , any such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien attaches only to the property and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does assets so acquired and not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; PROVIDED that (1) the Indebtedness secured by any such Lien does not exceed 100% of the fair market value of the property and assets to which such Lien attaches, determined at the time of the acquisition of such property or asset or the time at which such person becomes a Subsidiary of the Borrower (except in the circumstances described in clause (ii) above to the extent such Liens constituted customary purchase money Liens at the time of incurrence and were entered into in the ordinary course of business), and (2) the Indebtedness secured thereby is permitted by section 9.4(c).

Liens. The Such Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Borrowers or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the any Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the any Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the any Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the any Borrower or any Subsidiary; (e) Liens created pursuant to the Loan Documents; and (f) Liens not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount not to exceed $10,000,000 at any time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created pursuant to any Loan Document; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds or products thereof) and (ii) such Lien shall secure only those obligations which it secures on the date hereof hereof; and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofReplacement Liens; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (other than proceeds or products thereof), (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be; and extensions, renewals Replacement Liens and replacements thereof (iv) any Liens existing on the property or assets of any Person that do not increase becomes a Subsidiary after the outstanding principal amount thereof; anddate hereof pursuant to a Permitted Acquisition shall comply with Section 6.02(g); (de) Liens on securing Indebtedness of the Borrower or any of its Subsidiaries incurred pursuant to Section 6.01(e) (and related obligations) to finance the acquisition, construction, installation, repair, replacement or improvement of fixed or capital assets acquiredor the refinancing thereof, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) Liens shall be created within 270 days of Section 6.01the construction, installation, repair or improvement or refinancing of such fixed or capital assets, (ii) such security interests Liens do not at any time encumber any property other than the property acquired, constructed, installed, repaired, improved or financed by such Indebtedness when such Indebtedness was originally incurred, and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion proceeds and products of such construction or improvementproperty, and (iii) the principal amount of Indebtedness initially secured thereby does is not exceed more than 100% of the purchase price or cost of acquiringconstruction, constructing installation, repair or improving improvement of such fixed or capital asset; provided that, in each case, individual financings of equipment provided by one lender or lessor may be cross collateralized to other outstanding financings of equipment provided by such lender or lessor; and Replacement Liens in respect thereof; (f) Liens created, incurred, assumed or suffered to exist by any Broker-Dealer Subsidiary in the ordinary course of business upon assets owned by such Broker-Dealer Subsidiary or as to which such Broker-Dealer Subsidiary has rights to create Liens thereon or held for its account to secure liabilities or obligations, actual or contingent, incurred in the ordinary course of business, including Liens in favor of clearing houses, clearing brokers or other entities providing clearing services and borrowings collateralized by client assets in the ordinary course of business; and (ivg) such security interests shall not apply in addition to Liens otherwise permitted by this Section 6.02, Liens on any other property or assets of the Borrower or any SubsidiarySubsidiary which, when added together with Liens described in Section 6.02(d)(iv), do not secure obligations in excess of the greater of (i) $50,000,000, and (ii) 15% of Consolidated Net Tangible Assets (measured as of the date of incurrence) in the aggregate for all such Liens at any time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on upon any property of its property, assets or asset revenues, whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues except for the following (including accounts receivable) or rights in respect of any thereof, except:the “Permitted Liens”): (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the any Borrower or any Restricted Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.027.01; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto) and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofClosing Date; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the any Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that is merged or consolidated with or into any Borrower or any of its Restricted Subsidiaries or becomes a Subsidiary after the date hereof Closing Date prior to the time such Person is so merged or consolidated or 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 the any Borrower or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect of such acquired property and assets fixed or appurtenant thereto) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (de) Liens on fixed or capital assets acquired, constructed or improved by the any Borrower or any Restricted Subsidiary, including Liens deemed to exist in respect of assets subject to Capital Lease Obligations; provided that (i) such security interests secure Indebtedness permitted by clause (ef) of Section 6.017.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary (other than improvements, accessions, proceeds, dividends or distributions in respect thereof and assets fixed or appurtenant thereto); (f) Liens securing Intercompany Debt permitted under Section 7.02(d), so long as any such Liens on property or assets of any Loan Party are subordinated to the Liens created under the Loan Documents on the terms provided in Annex I to the Guaranty or other terms acceptable to the Administrative Agent; (g) Extensions, renewals or replacements of any Lien referred to in clauses (c), (d) and (e) of this Section; provided that the principal amount of the Indebtedness or obligations secured thereby is not increased, and that any such extension, renewal or replacement is limited to the assets originally encumbered thereby; (h) Liens on insurance policies and proceeds thereof securing the financing of the premiums with respect thereto; (i) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 7.02(i); (j) Liens in favor of a seller solely on any xxxx xxxxxxx money deposits made by any Borrower or any Subsidiaryof its Restricted Subsidiaries in connection with any letter of intent or purchase agreement with respect to any Permitted Acquisition; (k) Liens that are contractual or common law rights of set-off relating to (A) the establishment of depository relations in the ordinary course of business with banks not given in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts of any Borrower and any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and its Restricted Subsidiaries; (l) Liens of a collection bank arising under Section 4-208 or Section 4-210 of the UCC on items in the course of collection; (m) additional Liens incurred by the Company and its Restricted Subsidiaries so long as the value of the property subject to such Liens, and the Indebtedness and other obligations secured thereby do not exceed $15,000,000 at any time; (n) Liens (x) on deposit accounts established for the purpose of receiving the proceeds of Receivables sold or transferred in connection with a Permitted Receivables Sale Transaction; provided that any amounts deposited into such accounts that do not represent (i) such proceeds or (ii) amounts deposited into such accounts to establish or maintain a minimum balance shall be transferred out of such accounts by or at the direction of the Company as soon as reasonably practicable but in any event within 15 days from the date of their deposit into such accounts; and (y) on Receivables and Receivables Related Rights subject of a Permitted Receivables Sale Transaction; (o) Liens deemed to exist on assets of any Borrower or any Restricted Subsidiary subject to a Permitted Sale and Leaseback Transaction; provided that (i) such security interests secure Indebtedness permitted by clause (o) of Section 7.02, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after the closing of such Sale and Leaseback Transaction, (iii) the Indebtedness secured thereby does not exceed the fair market value of such assets, and (iv) such security interests shall not apply to any other property or assets of the Company or any Restricted Subsidiary (other than improvements, accessions, or proceeds in respect thereof and assets fixed or appurtenant thereto); and (p) Liens on Receivables and Receivables Related Rights or accounts into which solely collections or proceeds thereof are deposited, in each case arising solely in connection with, and subject to, a Permitted Securitization Transaction.

Liens. The Borrower will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Lien on mortgage, deed of trust, security interest, pledge, lien, charge or other encumbrance (collectively, a “Lien”) upon any property Principal Property or asset upon any shares of stock of any Subsidiary of the Borrower that owns or leases any Principal Property (whether such Principal Property or shares are now owned existing or owed or hereafter acquired by itcreated or acquired). The foregoing restriction, or assign or sell any income or revenues (including accounts receivable) or rights in respect however, will not apply to each of any thereof, exceptthe following: (a) Permitted Encumbrances; (b) any Lien Liens on any property property, shares of stock or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset assets of any Person that becomes a Subsidiary after the date hereof prior to existing at the time such Person becomes a Subsidiary; , provided that such Liens are not incurred in anticipation of such Person’s becoming a Subsidiary and do not extend to any assets other than those of such Person; (ib) such Lien is not created in contemplation Liens existing at the date of or in connection with such acquisition or this Agreement and set forth on Schedule 7.01; (c) Liens on property of a Person existing at the time such Person becoming is merged into or consolidated with the Borrower or a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets Subsidiary of the Borrower or any at the time of a sale, lease or other disposition of the properties of such Person as an entirety or substantially as an entirety to the Borrower or a Subsidiary and (iii) of the Borrower, provided that such Lien shall secure only those obligations which it secures on the date was not incurred in anticipation of such acquisition merger or the date such Person becomes a Subsidiaryconsolidation or sale, as the case may be lease or other disposition and extensions, renewals and replacements thereof that do not increase extend to any assets other than those of the outstanding principal amount thereof; andPerson merged into or consolidated with the Borrower or a Subsidiary of the Borrower or such property sold, leased or disposed; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) inchoate Liens incident to construction or maintenance of real property, or Liens incident to construction or maintenance of real property, now or hereafter filed of record for sums not yet delinquent or being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefore; (f) 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; (g) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods; (h) Liens encumbering customary initial deposits and margin deposits and other liens in the ordinary course of business, in each case securing Swap Contracts and forward contract, option, futures contracts, futures options or similar agreements or arrangements designed to protect the Borrower or any of its Subsidiaries from fluctuations in interest rates, currencies or the price of commodities, provided, that the aggregate value of such collateral so pledged by the Borrower and its Subsidiaries does not at any time exceed $75,000,000 in the aggregate; (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower or any of its Subsidiaries in the ordinary course of business; (j) statutory Liens arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, if reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made therefor; (k) Liens consisting of pledges or deposits to secure obligations under workers’ compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable; (l) Liens consisting of pledges or deposits of property to secure performance in connection with operating leases made in the ordinary course of business to which the Borrower or any of the Borrower’s Subsidiaries is a party as lessee; (m) judgment Liens in respect of judgments that do not constitute an Event of Default or securing appeal or other surety bonds relating to such judgments; (n) mechanics’, workmen’s, repairmen’s, materialmen’s, carriers’, warehousemen’s, vendors’ or other similar liens arising in the ordinary course of business, or deposits or pledges to obtain the release of any of the foregoing; (o) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of setoff or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (p) Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, which are being contested in good faith by appropriate proceedings; (q) Liens consisting of easements, rights-of-way, zoning restrictions, restrictions on the use of real property, and defects and irregularities in the title thereto, landlords’ liens and other similar liens and encumbrances none of which interfere materially with the use of the property covered thereby in the ordinary course of the business of the Borrower or its Subsidiaries and which do not, in the Borrower’s opinion, materially detract from the value of such properties; or (r) extensions, renewals or replacements of any Liens referred to in the foregoing clauses; provided, however, that (i) the principal amount of indebtedness secured thereby shall not exceed the principal amount of indebtedness so secured at the time of such extension, renewal or replacement and (ii) such extension, renewal or replacement Liens will be limited to all or part of the same property and improvement thereon which secured the indebtedness so secured at the time of such extension, renewal or replacement. Notwithstanding the restrictions in the preceding paragraph, the Borrower or any of its Subsidiaries may issue, incur, create, assume or guarantee debt secured by a Lien which would otherwise be subject to such restrictions, provided that after giving effect thereto, the aggregate amount of all obligations so secured by Liens (not including Liens permitted under clauses (a) through (r) above) plus the aggregate amount of Attributable Indebtedness in respect to Sale and Lease-Back Transactions permitted pursuant to Section 7.05 hereof and the aggregate principal amount of Indebtedness outstanding pursuant to Section 7.03(c) hereof does not exceed 20% of the Borrower’s Consolidated Net Tangible Assets.

Liens. The Borrower will not, and will not permit any ----- Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not -------- apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 SubsidiarySubsidiary , as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests -------- secure Indebtedness permitted by clause (ed) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens on Accounts Receivable and other assets of any Receivables Subsidiary arising in connection with any Permitted Accounts Receivable Securitization; and (f) Liens securing other Indebtedness of the Borrower and its subsidiaries not expressly permitted by clauses (a) through (e) above; provided -------- that the aggregate amount of Indebtedness secured by Liens permitted by this clause (f) does not at any time exceed $30,000,000 in the aggregate.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.027.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (ed) of Section 6.017.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 120 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 (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) any Lien created under any Loan Document.

Liens. The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens created pursuant to any Loan Document; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof Amendment No. 45 Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Amendment No. 45 Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Restatement 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 the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) 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 (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; (e) Permitted Encumbrances; (f) Liens on the Collateral securing Indebtedness permitted under Section 6.01(l), so long as such Liens are subject to, including on an effective basis under the governing law of the documentation under which such Liens are granted, the Intercreditor Agreement; and (g) Liens on assets (not constituting Collateral) of the Company and its Subsidiaries not otherwise permitted above so long as the aggregate principal amount of the Indebtedness and other obligations subject to such Liens does not at any time exceed (x) during the Covenant Suspension Period, $5,000,000 and (y) following the termination of the Covenant Suspension Period, the greater of $100,000,000 and 4.5% of Consolidated Total Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or Section 5.01(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) at the time of the incurrence of such Liens.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof; (cb) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (c) any Lien on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower or any Subsidiary; (d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary; (e) accounts receivable balances of up to $400,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions; (f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii); (g) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted under Section 6.01(a)(ix) and the aggregate sale price of the assets sold in sale and leaseback transactions permitted under Section 6.03, do not exceed 15% of Consolidated Net Tangible Assets at any time; and (h) Liens on assets of Epsilon.

Liens. The None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will not, and will not they permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) Liens in respect of the Permitted Receivables Financing; (d) any Lien on any property or asset of Holdings, the Parent Borrower or any Subsidiary existing on the date hereof First Restatement Effective Date and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of Holdings, the Parent Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof First Restatement Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (ce) any Lien existing on any property or asset prior to the acquisition thereof by the Parent Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof First Restatement 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 the Parent Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (df) Liens on fixed or capital assets acquired, constructed or improved by by, or in respect of Capital Lease Obligations of, the Parent Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (eix) of Section 6.016.01(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 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 (iv) such security interests shall not apply to any other property or assets of the Parent Borrower or any Subsidiary; (g) Liens, with respect to any Mortgaged Property, described in Schedule B-2 of the title policy covering such Mortgaged Property; (h) Liens in respect of sales of accounts receivable by Foreign Subsidiaries permitted by Section 6.05(c)(ii); (i) other Liens securing liabilities permitted hereunder in an aggregate amount not exceeding (i) in respect of consensual Liens, $5,000,000 (which amount shall increase to $10,000,000 upon completion of the IPO Repayment Event) and (ii) in respect of all such Liens, $10,000,000 (which amount shall increase to $20,000,000 upon completion of the IPO Repayment Event), in each case at any time outstanding; (j) Liens in respect of Indebtedness permitted by Section 6.01(a)(xiv), provided that the assets subject to such Liens are not located in the United States; (k) Liens, rights of setoff and other similar Liens existing solely with respect to cash and Permitted Investments on deposit in one or more accounts maintained by any Lender, in each case granted in the ordinary course of business in favor of such Lender with which such accounts are maintained, securing amounts owing to such Lender with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and arise by operation of law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness for borrowed money; (l) licenses or sublicenses of Intellectual Property (as defined in the Security Agreement) granted by any Company in the ordinary course of business and not interfering in any material respect with the ordinary conduct of business of the Company; (m) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods; (n) Liens for the benefit of a seller deemed to attach solely to xxxx xxxxxxx money deposits in connection with a letter of intent or acquisition agreement with respect to a Permitted Acquisition; (o) Liens deemed to exist in connection with Investments permitted under Section 6.04 that constitute repurchase obligations and in connection with related set-off rights; (p) Liens of a collection 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; (q) Liens of sellers of goods to the Parent Borrower or any of its Subsidiaries arising under Article 2 of the UCC in effect in the relevant jurisdiction in the ordinary course of business, covering only the goods sold and covering only the unpaid purchase price for such goods and related expenses; and (r) Liens securing Permitted Subordinated Notes Refinancing Indebtedness.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Agreement Date and set forth in Schedule 6.02; 7.2, provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Agreement Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens security interests on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; , provided that (i) such security interests secure Indebtedness permitted by clause (eiii) of Section 6.017.1(a), (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) security interests existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Agreement Date prior to the time such Person becomes a Subsidiary, provided that (i) such security interests secure Indebtedness permitted by clause (iv) of Section 7.1(a), (ii) such security interests are not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (iii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary and (iv) such security interests shall secure only the Indebtedness that they secure on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (f) Liens permitted by any Control Agreement.

Liens. The Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Agreement Date and set forth in Schedule 6.02; 7.2, provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Agreement Date and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; , provided that (i) such security interests secure Lien secures Indebtedness permitted by clause (e) of Section 6.017.1(a)(iii), (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Lien shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Agreement Date prior to the time such Person becomes a Subsidiary, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(a)(iv), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iv) such Lien shall secure only the Indebtedness and other obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (f) Liens of a depository bank or securities intermediary permitted by any Control Agreement.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing Indebtedness on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof as of the date hereof; (cb) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof as of such date; (c) any Lien on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred prior to or within 90 days 18 months after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby was incurred to pay, and does not exceed exceed, the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Lien shall not apply to any other property or assets of the Borrower or any Subsidiary; (d) any Lien on property or assets of the Borrower or any Subsidiary in favor of the Borrower or any Subsidiary; (e) accounts receivable balances of up to $400,000,000 at any time at Sunoco Receivables Corporation as part of Securitization Transactions; (f) Liens on assets of Sunoco Logistics Partners L.P. and its subsidiaries securing Indebtedness permitted under Section 6.01(a)(viii); and (g) other Liens securing Indebtedness and Securitization Transactions that, when aggregated with the Indebtedness of Subsidiaries permitted under Section 6.01(a)(ix) and the aggregate sale price of the assets sold in sale and leaseback transactions permitted under Section 6.03, do not exceed 15% of Consolidated Net Tangible Assets at any time.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof (including Liens created pursuant to the Other Corporate Loan Documents and the Pledge Agreement) and set forth in Schedule 6.026.2; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a LOAN AGREEMENT 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.; (e) Liens on assets acquired after the date hereof under Synthetic Lease Facilities; and (f) Liens not otherwise permitted by the foregoing clauses of this Section 6.2, securing Debt of the Borrower or its Subsidiaries, so long as the sum, without duplication, of (i) all such Debt and (ii) all Debt permitted solely by clause (i) of Section 6.1 does not exceed 5.0

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofhereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (e) Liens securing Indebtedness permitted by clause (f) of Section 6.01.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02of the Existing Credit Agreement; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and Subsidiary, (ii) such Lien shall secure only those obligations which it secures secured on the date hereof of the Existing Credit Agreement and extensions, renewals and replacements thereof that do and did not increase the outstanding principal amount thereofthereof and (iii) all such Liens secure obligations having an aggregate principal amount not exceeding at any time $10,000,000; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof of the Existing Credit Agreement prior to the time such Person becomes or became a Subsidiary; provided that (i) such Lien is not or was 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures or secured on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not or did not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any SubsidiarySubsidiary securing Indebtedness incurred to finance such acquisition, construction or improvement; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 90% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) any Lien securing the Borrower’s obligations under any Hedging Agreement, subject to the requirements of Section 6.07; (f) sales of accounts receivable and interests therein pursuant to Securitization Transactions constituting Priority Indebtedness permitted under Section 6.01; (g) Liens deemed to exist in connection with sale and lease-back transactions permitted under Section 6.03; (h) Liens securing Priority Indebtedness permitted under Section 6.01(a), (c) or (i); and (i) other Liens not specifically listed above securing obligations (other than Indebtedness) not to exceed $1,000,000 at any one time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereofthereof (other than by an amount equal to any costs and expenses incurred in connection with such extension, renewal, refinancing or replacement); (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary or any Lien on any asset of any Person existing at the time such Person is merged into or consolidated with the Borrower or a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary or such merger, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary or the date of such merger, as the case may be be, and extensions, renewals renewals, refinancings and replacements thereof that do not increase the outstanding principal amount thereof; andthereof (other than by an amount equal to any costs and expenses incurred in connection with such extension, renewal, refinancing or replacement); (d) Liens any Lien on fixed any asset (i) initially securing Indebtedness incurred or capital assets acquiredassumed for the purpose of financing all or any part of the cost of acquiring or constructing such asset or (ii) securing Indebtedness incurred to extend, constructed renew, refinance or improved replace the Indebtedness then secured by such Lien, provided that (x) such Lien attaches to such asset concurrently with or within 90 days after the acquisition thereof and (y) the principal amount of Indebtedness secured by such Lien shall not be increased in connection with any extension, renewal, refinancing or replacement of such Indebtedness (other than by an amount equal to any costs and expenses incurred in connection with such extension, renewal, refinancing or replacement); (e) any Lien in favor of the Borrower or any Subsidiary granted by the Borrower or any SubsidiarySubsidiary in order to secure any intercompany obligations; (f) Liens on the Dunedin Facility granted in connection with any Dunedin Sale/Leaseback Transaction; provided that and (ig) such security interests any Lien to secure Indebtedness and other obligations if, immediately after the incurrence thereof, the sum (without duplication) of all amounts secured by Liens which would not be permitted by but for this clause (eg) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary$30,000,000.

Liens. The Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property Liens securing Indebtedness permitted to be outstanding pursuant to clause (a)(i), (a)(viii), (a)(xxiv) or asset (a)(xxix) of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofSection 7.1; (c) any Lien existing on fixed or capital assets acquired, including any property equipment, constructed or asset prior to the acquisition thereof improved by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Restricted 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 besecures Indebtedness permitted by Section 7.1(a)(iv), (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 one-hundred eighty (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 (iv) such security interests Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary.; (d) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the Closing Date prior to the time such Person becomes a Restricted Subsidiary, provided that (i) such Lien secures Indebtedness permitted by Section 7.1(a)(v), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as applicable, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iv) such Lien shall secure only the Indebtedness and other obligations that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) Liens on property of any Restricted Subsidiary that is not a Loan Party, which Liens secure Indebtedness of such Restricted Subsidiary or another Restricted Subsidiary that is not a Loan Party, in each case, to the extent permitted under Section 7.1; (f) Liens to secure any refinancing, refunding, extension, renewal, or replacement (or successive refinancing, refunding, extensions, renewals, or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in clauses (a) and (y) of the definition of “Permitted Encumbrances” and clauses (b), (c), (d) and (e) of this Section 7.2; provided that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (1) the outstanding principal amount or, if greater, the committed amount of the Indebtedness described under clauses (a) and (y) of the definition of “Permitted Encumbrances” and clauses (b), (c), (d) and (e) of this Section 7.2 at the time the original Lien became a Permitted Lien under this Credit Agreement, and (2) an amount necessary to pay any fees and expenses, including premiums and accrued and unpaid interest, related to such refinancing, refunding, extension, renewal, or replacement; (g) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default; (h) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security, and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA); (i) Liens in favor of other financial institutions arising in connection with the Borrower’s deposit and/or securities accounts held at such institutions (not securing Indebtedness); (j) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor, or a licensee, lessee or sublicensee or sublessee, in the property subject to any lease, license or sublicense or concession agreement entered into in the ordinary course of business; (k) Liens arising from precautionary financing statements on operating leases relating solely to personal property covering the leased property in the ordinary course of business, to the extent such operating leases are permitted under this Credit Agreement; (l) leases or subleases of real property granted in the ordinary course of the Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business) and leases, subleases, non-exclusive licenses or sublicenses of personal property granted in the ordinary course of the Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting the Administrative Agent a security interest therein; (m) Liens in favor 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 so long as such Liens only cover the related goods;

Liens. The Borrower will not, and nor will not it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (biii) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Effective Date and set forth in on Schedule 6.026.02 (including any Lien that attaches by law to the proceeds thereof); provided that (iA) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (iiB) such Lien shall secure only those obligations which that it secures on the date hereof and extensionsEffective Date or, renewals and replacements thereof with respect to any such obligations that do not increase the outstanding principal amount shall have been extended, renewed or refinanced in accordance with Section 6.01, Refinancing Indebtedness in respect thereof; (civ) any Lien existing on any property or asset asset, including any Lien that attaches by law to the proceeds thereof, prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset asset, including any Lien that attaches by law to the proceeds thereof, of any Person that becomes a Subsidiary or is merged or consolidated with the Borrower or any Subsidiary after the date hereof prior to the time such Person becomes a SubsidiarySubsidiary or is so merged or consolidated securing Indebtedness permitted under Section 6.01(a)(vi); provided that (iA) such Lien is not created in contemplation of or in connection with such acquisition acquisition, merger or consolidation or such Person becoming a Subsidiary, as the case may be, (iiB) such Lien shall not apply to any other property or assets asset of the Borrower or any Subsidiary and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition acquisition, merger or consolidation or the date such Person becomes a Subsidiary, as the case may be and extensionsbe, renewals and replacements thereof or, with respect to any such obligations that do not increase the outstanding principal amount shall have been extended, renewed or refinanced in accordance with Section 6.01, Refinancing Indebtedness in respect thereof; and; (dv) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary, including any Lien that attaches by law to the proceeds thereof; provided that (iA) such security interests Liens secure Indebtedness permitted by clause (ea)(v) of Section 6.01, (iiB) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and any financing costs associated therewith and (ivD) such security interests Liens shall not apply to any other property or assets asset of the Borrower or any Subsidiary; (vi) in connection with the sale or transfer of all the Equity Interests in a Subsidiary in a transaction permitted under Section 6.04, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (vii) in the case of any Subsidiary that is not a wholly-owned Subsidiary, any put and call arrangements, drag-along and tag-along rights and obligations, and transfer restrictions related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement; (viii) any Lien on assets of any Foreign Subsidiary; provided that such Lien shall secure only Indebtedness or other obligations of such Foreign Subsidiary, or any other Foreign Subsidiary organized under the laws of the same nation as such Foreign Subsidiary, permitted hereunder; (ix) reservations, limitations, provisos and conditions expressed in any original grant from any federal Canadian Governmental Authority (in the case of Subsidiaries organized under the laws of Canada); (x) Liens arising under operating leases which are subject to the Personal Property Security Act (Alberta); (xi) Liens arising out of any Sale/Leaseback Transactions; (xii) Liens on cash, cash equivalents or marketable securities of the Borrower or any Subsidiary securing obligations of the Borrower or any Subsidiary under Swap Agreements permitted under Section 6.06; (xiii) sales or other transfers of accounts receivable, payment intangibles and related assets pursuant to, and Liens existing or deemed to exist in connection with, Securitization Transactions permitted under Section 6.01(a)(xv); and (xiv) other Liens on assets securing Indebtedness or other obligations in an aggregate principal amount not to exceed, together with the aggregate principal amount of unsecured Indebtedness of Subsidiaries outstanding under Section 6.01(a)(xviii) at such time, 15% of Consolidated Net Tangible Assets.

Liens. The Parent Borrower will not, and will not permit any Subsidiary to, (i) create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, or (ii) enter into any arrangement with any Person providing for the leasing by the Parent Borrower or any of its Subsidiaries of real or immovable or personal or movable property that has been or is to be sold or transferred by the Parent Borrower or any of its Subsidiaries to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Parent Borrower or any of its Subsidiaries (any such arrangement, a “Sale-Leaseback Transaction”), except: (a) Permitted Encumbrances; (b) any Lien existing on the date hereof that is, solely in the case of any such Lien securing any Indebtedness for borrowed money that in each case is in a principal amount of US$10,000,000 or more, set forth on Schedule 7.3 hereof, on any property or asset of the Parent Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02Subsidiary; provided that (i) such Lien shall not be amended to apply to any other property or asset of the Parent Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset that is acquired after the date hereof existing prior to the acquisition thereof by the Parent Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof existing prior to the time such Person becomes a SubsidiarySubsidiary (including assets held by a Target in the case of a Permitted Acquisition); 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 the Parent Borrower or any other Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens created after the date hereof on fixed or capital assets acquired, constructed or improved by the Parent Borrower or any Subsidiary, or Sale-Leaseback Transactions in respect of any assets acquired, constructed or improved by or for the Parent Borrower or any Subsidiary; provided that (i) any such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Lien and the Indebtedness secured thereby are incurred incurred, or any such Sale-Leaseback Transaction is entered into, prior to or within 90 120 days (or, in the case of such Sale-Leaseback Transaction, one year) after the later of such acquisition or the completion of such construction or improvement, (iiiii) the any Indebtedness secured thereby by any such Lien does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) any such security interests Lien or Sale-Leaseback Transaction shall not apply to any other property or assets of the Parent Borrower or any Subsidiary; (e) other Liens or Sale-Leaseback Transactions not otherwise permitted in this Section 7.3 on, or in respect of, any property of the Parent Borrower or any Subsidiary in an aggregate amount of up to $100,000,000 (calculated by reference to the amount of the obligations secured by each such Lien or the amount of each such Sale-Leaseback Transaction, as applicable); (f) Liens on accounts receivable and proceeds thereof under or in connection with a securitization of accounts receivable otherwise permitted in Section 7.5(b); (g) Liens created pursuant to the Security Documents; (h) any encumbrance or restriction (including, without limitation, put and call agreements) with respect to the Capital Stock of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; and (i) other Liens on the assets of Foreign Subsidiaries that do not constitute Collateral; provided that the aggregate principal amount of Indebtedness and obligations secured pursuant to Sections 7.3(d), (e) and (i) above (including Sale-Leaseback Transactions entered into pursuant to Section 7.3(e) and outstanding at the time of any incurrence of such Liens, together with (without duplication) the aggregate principal amount of secured Indebtedness incurred pursuant to Sections 7.2(f) and (h) and outstanding at the time of incurrence of any such Liens, shall not exceed 7.5% of the Consolidated Assets (the “General Lien Basket Cap”) of the Parent Borrower and its Subsidiaries; provided, that the General Lien Basket Cap shall be increased to 10% at any time after the Term Loans have been paid in full.

Liens. (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable, other than sales of delinquent accounts receivable for collection purposes in the ordinary course of business) or rights in respect of any thereof, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (ciii) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (div) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (iA) such security interests secure Indebtedness permitted by clause (ev) of Section 6.016.01(a), (iiB) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (ivD) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and (v) Liens in the form of options on the Common Stock held by the Borrower and Holdings issued to directors and employees of Holdings, the Borrower and the Subsidiaries. (b) Holdings will not create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, except Liens created under the Loan Documents and Permitted Encumbrances.

Liens. The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.01; provided PROVIDED that (i) such Lien shall not apply to any other property or asset of any of the Borrower Borrowers or any Subsidiary of their Subsidiaries and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided 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 any of the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary; provided PROVIDED that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; (e) Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Company and the Subsidiaries; and (f) other Liens not expressly permitted by clauses (a) through (d) above; PROVIDED that the sum of (i) the aggregate principal amount of outstanding obligations secured by Liens permitted under this clause (f) and (ii) the Attributable Debt permitted by Section 6.02(b) does not at any time exceed 25% of Consolidated Net Worth.

Liens. The Borrower will notCreate, and will not incur, assume or suffer to exist, or cause or permit any Subsidiary to, to create, incur, assume or permit suffer to exist exist, any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues it (including accounts receivable) or rights in respect of any thereofother than Unrestricted Margin Stock), except: (a) Liens created under the Loan Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and Effective Date and, in the case of such Liens on any property or asset of the Borrower or any Material Subsidiary, set forth in Schedule 6.02, and any extension, renewal or replacement thereof; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than improvements or accessions to the applicable property or assets or proceeds therefrom) and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person (including the Target and its Subsidiaries) that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary) after the date hereof Effective Date prior to the time such Person becomes a SubsidiarySubsidiary (or is so merged or consolidated), and any extension, renewal or replacement thereof; provided that (i) such Lien is not created (in the case of the Target or any of its Subsidiaries, with the consent of the Borrower) in contemplation of or in connection with such acquisition or such Person becoming a SubsidiarySubsidiary or such merger or consolidation (or, in the case of the Target and its Subsidiaries, in contemplation of or in connection with the Merger), as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary (other than improvements or accessions to the applicable property or assets or proceeds therefrom) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiarySubsidiary (or is so merged or consolidated), as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (de) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) in the case of Liens on assets of any Subsidiary, such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.016.04 and obligations relating thereto not constituting Indebtedness, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 360 days after such acquisition or the completion of such construction or improvement, (iii) the principal amount of Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests Liens shall not apply to any other property or assets of the Borrower or any Subsidiary; provided further that in the event purchase money obligations are owed to any Person with respect to financing of more than one purchase of any fixed or capital assets, such Liens may secure all such purchase money obligations and may apply to all such fixed or capital assets financed by such Person; (f) Liens in favor of any Governmental Authority to secure partial, progress, advance or other payments or obligations pursuant to any contract or statute, including Liens to secure Indebtedness of any pollution control or industrial revenue bonds, or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens; (g) Liens in favor of any customer arising in respect of partial, progress, advance or other payments made by or on behalf of such customer for goods produced for or services rendered to such customer in the ordinary course of business; (h) Liens securing Indebtedness or other obligations not exceeding $200,000,000 in the aggregate at any time outstanding; (i) Liens securing Limited Recourse Debt of any Project Finance Company; (j) Liens on the proceeds of issuances of any pollution control or industrial revenue bonds by the Borrower and its Subsidiaries required to be held in escrow pursuant to the terms thereof; (k) Liens securing obligations under Swap Agreements entered into in the ordinary course of business; and (l) Liens created in connection with securitizations of receivables of the Borrower or any of its Subsidiaries; provided that such Liens apply solely to the receivables and interests therein that are the subject of such securitizations and such other assets as are customarily subject to such Liens in securitization transactions of the same type.

Liens. The Borrower Parent and the Borrowers will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens created under the Loan Documents and the Liens securing the obligations under the ABL Facility; provided that certain Liens created under the ABL Facility are subordinated to the Liens securing the Obligations to the extent provided by the terms of the Intercreditor Agreement; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofPermitted Liens; (c) [Reserved] (d) any Lien existing on any property or asset or Equity Interest prior to the acquisition thereof by the Borrower Parent or any Subsidiary of the Parent or existing on any property or asset or Equity Interests of any Person that is merged into or becomes a Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Subsidiary; , provided that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Borrower Parent or any Subsidiary of the Parent (other than improvements and accessions to, or replacements of, such property or proceeds or distribution thereof) and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof except to the extent of fees, premiums, and interest on such Indebtedness or on refinancings, refundings, renewals, extensions or replacements thereof; (e) Liens on assets of the U.S. Borrower, a Subsidiary of the U.S. Borrower or an Acquired Loan Party securing Indebtedness permitted by Section 6.01(a)(xiv) and Section 6.01(a)(xvii); (f) any interest or title of a lessor, lessee, tenant, licensor, licensee, or sublessor, sublessee, subtenant or sublicensee under any lease, license, sublicense or sublease or other agreement (including any estoppel or subordination, non-disturbance or attornment agreement) (collectively, “Leases”) entered into by the Cayman Distributor, the U.S. Borrower, any Subsidiary of the U.S. Borrower or an Acquired Loan Party in the ordinary course of its business and covering only the assets so leased, licensed, sublicensed or subleased, and in the case of Leases in which there is a superior interest to U.S. Borrower or any other Subsidiary, all Liens, charges, encumbrances, defects, exceptions and other title matters (incurred by or at the request of such superior interest or pursuant to the terms of the Leases), to which the Leases may be subject; (g) Liens arising out of any conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party in the ordinary course of business to the extent such Liens do not attach to any assets other than the goods subject to such arrangements (and proceeds thereof); (h) Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets and (ii) 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; (i) Liens in favor of collecting banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the U.S. Borrower, any of the Subsidiaries of the U.S. Borrower or an Acquired Loan Party on deposits with or in possession of such banks, other than those relating to Indebtedness; (j) Liens on amounts being held in escrow pending a Permitted Acquisition; (k) Liens securing Indebtedness permitted pursuant to Section 6.01(a)(xiv); provided, in the case of any such Indebtedness in respect of Capital Lease Obligations, mortgage financings or purchase money obligations, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness (or, in the case of any refinancing of such Indebtedness, acquired with the proceeds of any such Indebtedness so refinanced); (l) Liens in favor of the ABL Collateral Agent securing Hedging Agreements with the ABL Collateral Agent, any lender under the ABL Facility or a Related Party thereof; provided that certain Liens created under the ABL Facility are subordinated to the Liens securing the Obligations to the extent provided by the terms of the Intercreditor Agreement; (m) 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; (n) Liens in connection with the Luxembourg Equity Arrangements; (o) Liens on the Equity Interests of the Unrestricted Subsidiaries; (p) other Liens securing Indebtedness or other obligations in an aggregate amount not to exceed $15,000,000 at any time outstanding; and (dq) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or securing any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any SubsidiaryRefinancing Indebtedness.

Liens. The Borrower No Group Member will not, and will not permit any Subsidiary to, create, incur, assume or permit suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, exceptother than: (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset any assets of the Borrower or any Subsidiary Group Member existing on the date hereof and set forth in ARCA Effective Date as reflected on Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Borrower such Group Member (other than after acquired property affixed thereto or any Subsidiary incorporated therein and proceeds or products thereof) and (ii) such Lien shall secure only those obligations which it secures on the date hereof ARCA Effective Date and extensions, renewals and replacements thereof that do not increase Permitted Refinancing Indebtedness with respect thereto; (b) Liens created pursuant to the outstanding principal amount thereofLoan Documents; (c) Permitted Liens; (d) Liens on fixed or capital assets acquired, constructed, repaired or improved by any Lien Group Member; provided that (i) such security interests secure Indebtedness permitted by Section 6.03(d), (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 and (iii) such security interests shall not apply to any other property or assets of such Group Member; (e) Liens arising from precautionary UCC financing statements regarding operating leases; (f) Liens existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary Group Member (including, without limitation, in connection with a Permitted Acquisition) or existing on any property or asset of any Person that becomes a Subsidiary Group Member after the date hereof ARCA Effective Date prior to the time such Person becomes a SubsidiaryGroup Member; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a SubsidiaryGroup Member, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower such Group Member (other than after acquired property affixed thereto or any Subsidiary incorporated therein and proceeds or products thereof) and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a SubsidiaryGroup Member, as the case may be and extensionsPermitted Refinancing Indebtedness with respect thereto; (g) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (h) Liens securing obligations owing to a Group Member; (i) Liens on property of any Foreign Subsidiary, renewals which Liens secure Indebtedness of the applicable Foreign Subsidiary permitted under Section 6.03(g); (j) Liens on property (i) of any Subsidiary that is not a Loan Party and replacements thereof (ii) that do does not increase constitute Collateral, which Liens secure Indebtedness of the outstanding principal amount thereofapplicable Subsidiary permitted under Section 6.03 (other than Section 6.03(g)); (k) [Reserved]; (l) other Liens so long as neither the value of the property subject to such Liens, nor the Indebtedness and other obligations secured thereby, exceed the greater of $50,000,000 and 3.5% of Total Assets of the Holdco Group, at any one time outstanding, in the aggregate; (m) [Reserved]; and (dn) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any SubsidiaryCollateral securing Indebtedness permitted under Section 6.03(p); provided that (ix) such security interests secure Indebtedness permitted by clause Liens on ABL Priority Collateral (eas defined in the Intercreditor Agreement) of Section 6.01, shall rank junior to the Liens on such ABL Priority Collateral securing the Secured Obligations and (iiy) such security interests and Liens on Term Priority Collateral (as defined in the Indebtedness secured thereby are incurred Intercreditor Agreement) may rank prior to the Liens on such Term Priority Collateral securing the Secured Obligations, in each case pursuant to the Intercreditor Agreement (or within 90 days after such acquisition or another customary intercreditor agreement reasonably satisfactory to 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 (iv) such security interests shall not apply to any other property or assets of the Borrower or any SubsidiaryAgent).

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.023.12; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 SubsidiarySubsidiary , as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.; and

Liens. The Borrower Each Credit Party will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower any Credit Party or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.3; provided that (i) such Lien shall not apply to any other property or asset of the Borrower any Credit Party or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower any Credit Party or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower any Credit Party or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens and transfers in connection with the securitization, financing or other transfer of any mortgage loans or mortgage servicing reimbursement rights (and/or, in each case, related rights, interests and servicing assets) owned by the Borrower or any of its Subsidiaries; (e) Liens and transfers in connection with the securitization or other transfer of any credit card receivables (and/or related rights and interests) owned by the Borrower or any of its Subsidiaries; (f) Liens on fixed or capital assets acquired, constructed or improved by the Borrower any Credit Party or any SubsidiarySubsidiary to secure Indebtedness of such Credit Party or such Subsidiary incurred to finance the acquisition, construction or improvement of such fixed or capital assets; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests Liens shall not apply to any other property or assets of the Borrower any Credit Party or any Subsidiary; (g) Liens arising in connection with repurchase agreements contemplated by Section 6.2(i); provided that such security interests shall not apply to any property or assets of any Credit Party or any Subsidiary except for the mortgage loans or securities, as applicable, subject to such repurchase agreements; (h) Liens arising in connection with Indebtedness permitted by Sections 6.2(l)(v) or 6.2(q), which Liens are granted in the ordinary course of business; (i) Liens not otherwise permitted by this Section 6.3 so long as the Obligations hereunder are contemporaneously secured equally and ratably with the obligations secured thereby; (j) Liens not otherwise permitted by this Section 6.3, so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed (as to the Credit Parties and all Subsidiaries) $250,000,000 at any one time; (k) Liens and transfers in connection with the RAL Receivables Transaction; and (l) Liens on Unrestricted Margin Stock.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereoftherein, except: (a) (i) Permitted EncumbrancesEncumbrances and (ii) Liens created under the Loan Documents; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those the obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 any of the Borrower or any Subsidiary and (iii) such Lien shall secure only those the obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Borrower and the Subsidiaries in the ordinary course of business; (f) Liens arising from any interest or title of a lessor or sublessor under any lease or sublease not prohibited by Section 6.03 entered into by the Borrower or any Subsidiary as lessee; (g) Liens arising from precautionary UCC financing statements filed in connection with leases; (h) Liens in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off); (i) Liens on xxxx xxxxxxx money deposits made in connection with letters of intent or purchase agreements; (j) Liens arising on intellectual property in connection with the grant by the owner of such intellectual property of non-exclusive licenses in the ordinary course; (k) Liens of any securities intermediary arising as a matter of law on securities or other assets held by such securities intermediary; (l) Liens on assets of any Broker Dealer Subsidiary created or otherwise arising in the ordinary course of its business; and (m) other Liens not expressly permitted by clauses (a) through (l) above; provided that the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (m), (ii) the aggregate principal amount of Indebtedness of Subsidiaries permitted by Section 6.02(m) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03 shall not at any time exceed US$100,000,000. Notwithstanding the foregoing provisions of this Section, to the extent that more than 25% of the value of the assets of the Borrower, or of the Borrower and the Subsidiaries taken as a whole, that are subject to the restrictions of this Section is at any time represented by Margin Stock (within the meaning of Regulation U), the Borrower and the Subsidiaries shall be free to sell, pledge or otherwise dispose of such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this Section).

Liens. The Borrower Company will not, and will not permit any Material Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Company or any Material Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided PROVIDED that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Material Subsidiary or existing on any property or asset of any Person that becomes a Material Subsidiary after the date hereof prior to the time such Person becomes a Material Subsidiary; provided PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Material Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower Company or any Material Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Material Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Sales of accounts receivable (i) in the ordinary course of business for collection purposes or as part of a sale of a subsidiary, division or other business unit permitted under Section 6.03 or (ii) in connection with the bankruptcy of the account obligor; and (de) additional Liens on fixed or capital assets acquiredupon real and/or personal property created after the date hereof, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the aggregate Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does shall not exceed the cost 20% of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any SubsidiaryConsolidated Total Shareholders' Equity.

Liens. The Neither Holdings nor the Borrower will, nor will not, and will not they permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (i) (a) Liens created under the Loan Documents and (b) Liens created by or pursuant to the Senior Secured Notes and the Senior Secured Notes Security Documents (in each case, subject to the Intercreditor Agreement); (ii) Permitted Encumbrances; (biii) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; , provided that (iA) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary (other than proceeds and after acquired property to the extent required by the terms of the Indebtedness permitted pursuant to Section 6.01(b)(vi) which is secured by such Lien, as in effect on the Effective Date) and (iiB) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (plus fees, expenses, accrued interest and premium thereon); (civ) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; , provided that (iA) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may beapplicable, (iiB) such Lien shall not apply to any other property or assets asset of the Borrower or any Subsidiary (other than proceeds and after acquired property of any acquired Subsidiary to the extent required by the terms of the Indebtedness assumed in such acquisition and permitted pursuant to Section 6.01(b)(ix) which is secured by such Lien, as in effect on the Effective Date) and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be applicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andthereof (plus fees and expenses, accrued interest and premium thereon); (dv) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; , provided that (iA) such security interests secure Indebtedness permitted by clause (e) of Section 6.016.01(b), (iiB) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 270 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (ivD) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (vi) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (vii) Liens 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; (viii) 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; or (ii) relating to pooled deposit or sweep accounts of the Borrower or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Subsidiaries; (ix) 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 permitted under this Agreement; (x) Liens arising out of Permitted Sale and Leaseback Transactions; (xi) Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower or another Loan Party in respect of Indebtedness owed by such Subsidiary; (xii) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any Subsidiary; (xiii) Liens securing Hedging Obligations so long as the related Indebtedness is permitted under this Agreement; (xiv) the right of any Person to purchase assets relating to any Affiliated Practice upon the termination of the Management Services Agreement applicable to such Affiliated Practice, to the extent provided for in such Management Services Agreement; (xv) Liens securing Additional Second Lien Debt incurred or issued under Section 6.01, provided that (1) at the time of and after giving pro forma effect to such incurrence or issuance of Additional Second Lien Debt and the application of the proceeds thereof, the Consolidated Net Secured Debt Ratio would be no greater than 3.75:1.00 and (2) the Liens securing such Additional Second Lien Debt shall be junior to the Liens securing the Loan Documents on the terms set forth in the Intercreditor Agreement or a similar intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (xvi) Liens on the Property of the Borrower or any Subsidiary to secure any Refinancing, in whole or in part, of any Indebtedness secured by Liens referred to in clause (i)(b), (iii), (iv), (v) or (xv) above; provided, however, that (1) any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property), (2) with respect to Liens referred to in clause (i)(b) and clause (xv) above, any such Lien on all or any part of the Collateral shall be subject to the terms of the Intercreditor Agreement or a similar intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and (3) the aggregate principal amount of Indebtedness that is secured by such Lien shall not be increased to an amount greater than the sum of: (A) the outstanding principal amount, or, if greater, the committed amount, of the Indebtedness secured by Liens described under clause (i)(b), (iii), (iv), (v) or (xv) above, as the case may be, at the time the original Lien became a Lien under this Agreement, and (B) an amount necessary to pay any fees and expenses, accrued interest, premiums and defeasance costs, incurred by the Borrower or such Subsidiary in connection with such Refinancing; (xvii) [intentionally omitted]; and (xviii) Liens on assets of the Borrower or the Subsidiaries not otherwise permitted by this Section so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $50,000,000 at any time outstanding.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereoftherein, except: (a) (i) Permitted EncumbrancesEncumbrances and (ii) Liens created under the Loan Documents; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.026.01; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those the obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 any of the Borrower or any Subsidiary and (iii) such Lien shall secure only those the obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and assets, (iviii) such security interests shall not apply to any other property or assets of the Borrower or any SubsidiarySubsidiary and (iv) such Lien shall secure only the obligations it secures on the date of such incurrence and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (e) Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Borrower and the Subsidiaries in the ordinary course of business; (f) Liens arising from any interest or title of a lessor or sublessor under any lease or sublease not prohibited by Section 6.03 entered into by the Borrower or any Subsidiary as lessee; (g) Liens arising from precautionary UCC financing statements filed in connection with leases; (h) Liens in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off); (i) Liens on xxxx xxxxxxx money deposits made in connection with letters of intent or purchase agreements; (j) Liens arising on intellectual property in connection with the grant by the owner of such intellectual property of non-exclusive licenses in the ordinary course; (k) Liens of any securities intermediary arising as a matter of law on securities or other assets held by such securities intermediary; (l) Liens on assets of any Broker Dealer Subsidiary created or otherwise arising in the ordinary course of its business; (m) liens in favor of only the Borrower or one or more Subsidiaries granted by the Borrower or a Subsidiary to secure any obligations owed to the Borrower or a Subsidiary of the Borrower; and (n) other Liens not expressly permitted by clauses (a) through (l) above; provided that the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (n), (ii) the aggregate principal amount of Indebtedness of Subsidiaries permitted by Section 6.02(m) and (iii) the aggregate amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of (y) US$100,000,000 and (z) 15% of Consolidated Net Tangible Assets measured at the date of incurrence of any such Lien. Notwithstanding the foregoing provisions of this Section, to the extent that more than 25% of the value of the assets of the Borrower, or of the Borrower and the Subsidiaries taken as a whole, that are subject to the restrictions of this Section is at any time represented by Margin Stock (within the meaning of Regulation U), the Borrower and the Subsidiaries shall be free to sell, pledge or otherwise dispose of such excess Margin Stock (it being understood that Margin Stock not in excess of 25% of the value of such assets will be subject to the restrictions of this Section).

Liens. The Each Borrower will shall not, and will shall not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth Effective Date (each such Lien, to the extent it secures Indebtedness or other obligations in an aggregate amount of $20,000,000 (or, if denominated in a currency other than Dollars, the Dollar Equivalent of $20,000,000) or more, being described on Schedule 6.026.01 to this Agreement); provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only (i) those obligations which it secures on the date hereof Effective Date and (ii) extensions, renewals and replacements thereof that do not increase the outstanding principal amount which, if such Lien secures Indebtedness, constitute Permitted Refinancing Indebtedness in respect thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Parent or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Parent or any Subsidiary and (iii) such Lien shall secure only (A) those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and (B) extensions, renewals and replacements thereof that do not increase the outstanding principal amount which, if such Lien secures Indebtedness, constitute Permitted Refinancing Indebtedness in respect thereof; and; (d) Liens on fixed or capital assets acquired, constructed constructed, altered, improved or improved repaired by the Borrower Parent or any SubsidiarySubsidiary and related contracts, intangibles and other assets that are incidental thereto (including (x) accessions thereto and replacements thereof, (y) any such assets acquired in an acquisition of or investment in any company or Person whose principal assets are drilling rigs or marine transportation vessels, and (z) the Equity Interests in any special purpose entity that holds such assets); provided that (i) such security interests Liens secure Indebtedness and/or Non-Recourse Indebtedness permitted by clause (e) of Section 6.01this Agreement, (ii) such security interests Liens and the Indebtedness and/or Non-Recourse Indebtedness secured thereby are incurred prior to or within 90 365 days after such acquisition or the later of the completion of such construction construction, alteration, improvement or improvementrepair, or date of commercial operation of the assets constructed, improved, altered or repaired, (iii) the Indebtedness and/or Non-Recourse Indebtedness secured thereby does not exceed the cost of acquiring, constructing constructing, improving or improving repairing such fixed or capital assets assets, as the case may be, and (iv) such security interests Liens shall not apply to any other property or assets of the Borrower Parent or any Subsidiary; (e) Liens on cash in an aggregate amount not to exceed $25,000,000 at any time, securing Indebtedness incurred pursuant to Section 6.05(h); and (f) other Liens (not otherwise permitted by the foregoing clauses of this Section 6.01) securing Indebtedness or obligations; provided that (i) on the date such Person creates, incurs, assumes or otherwise permits to exist any such Lien, and immediately after giving effect thereto, the total amount of all Indebtedness and obligations secured by Liens pursuant to this clause (f) does not exceed the greater of $370,000,000 and ten percent (10%) of Consolidated Tangible Net Worth (determined as of the end of the most recently ended fiscal quarter of the Parent for which financial statements have been provided (or required to be provided) pursuant to this Agreement), (ii) no Default or Event of Default exists, both immediately before and immediately after giving effect to each incurrence of such Indebtedness, (iii) the Borrowers are in Pro Forma Compliance with the US Sub-Facility Limit, each Guarantee Ratio, and the other Financial Covenants (as demonstrated, with respect to any Lien that is created securing an obligation in excess of $25,000,000, in a duly executed Compliance Certificate dated as of the date that such Lien is created), and (iv) notwithstanding the foregoing, no Lien permitted under this clause (f) shall secure Indebtedness owing in respect of any notes, debentures, or similar instruments issued publicly by the Parent or any of its Subsidiaries, unless and until the Indebtedness under the Loan Documents is equally and ratably secured by all property subject to such Lien, in each case pursuant to documentation reasonably satisfactory to the Required Lenders; provided that, notwithstanding the foregoing, no Loan Party shall create, incur, assume or suffer to exist any Lien of any kind on the Pledged Collateral or the Share Mortgage Collateral, other than Liens granted pursuant to the Loan Documents; and provided further that no Loan Party shall create, incur or assume any Lien of any kind on any asset or any obligation secured thereby, if, as a result of the creation, incurrence or assumption of such Lien or such obligation, an equal and ratable lien would be required pursuant to any other agreement governing Indebtedness of the Parent or its Subsidiaries.

Liens. (a) The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now 92 87 owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable, other than sales of delinquent accounts receivable for collection purposes in the ordinary course of business) or rights in respect of any thereof, except: (ai) Liens created under the Loan Documents; (ii) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (ciii) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided PROVIDED that (iA) 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, (iiB) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iiiC) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (div) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided PROVIDED that (iA) such security interests secure Indebtedness permitted by clause (evii) of Section 6.016.01(a), (iiB) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (ivD) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (vi) Liens in the form of options on the Common Stock held by the Borrower issued to directors and employees of Holdings, the Borrower and the Subsidiaries. (b) Holdings will not create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect thereof, except Liens created under the Pledge Agreement and Permitted Encumbrances.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof Closing Date and set forth in Schedule 6.026.01; provided that provided, that, (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which that it secures on the date hereof Closing Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extensions, renewals or replacements; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Closing Date prior to the time such Person becomes a Subsidiary; provided that 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andthereof plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such extensions, renewals or replacements; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that provided, that, (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iiiii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iviii) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by the Borrower and the Subsidiaries; (f) Liens in connection with any Permitted Securitization Financing; provided, that, (i) such Liens extend only to the assets subject thereto and Equity Interests of Special Purpose Securitization Subsidiaries, and (ii) such Permitted Securitization Financing is permitted pursuant to Section 6.02(k); (g) (i) Liens solely on Receivables Assets securing Indebtedness permitted pursuant to Section 6.02(l); provided, that, such Liens extend only to the assets securing such Indebtedness; and (ii) Liens solely on Receivables Assets securing Indebtedness incurred by the Borrower in connection with (x) a sale or factoring of Receivables Assets or (y) a loan or line of credit secured solely by Receivables Assets; provided, that, (A) such Liens extend only to the assets securing such Indebtedness, and (B) the sum of (1) the aggregate outstanding balance of accounts receivable sold by the Borrower and/or subject to a loan or line of credit in all transactions permitted pursuant to this Section 6.01(g)(ii), plus (2) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries and/or subject to a loan or line of credit in all transactions permitted pursuant to Section 6.02(l), plus (3) the aggregate outstanding balance of accounts receivable sold by the Borrower and the Subsidiaries in connection with Permitted Securitization Financings permitted pursuant to Section 6.02(k), shall not at any time exceed the greater of (x) $150,000,000 during the term of this Agreement, and (y) 35% of the aggregate outstanding balance of accounts receivable of the Borrower and the Subsidiaries at such time; (h) other Liens not expressly permitted by clauses (a) through (g) above; provided, that, the sum of (i) the aggregate principal amount of the outstanding obligations secured by Liens permitted under this clause (h), plus (ii) the aggregate outstanding principal amount of Indebtedness of Subsidiaries permitted by Section 6.02(m), plus (iii) the aggregate outstanding amount of Attributable Debt in respect of Sale and Leaseback Transactions permitted by Section 6.03(b) shall not at any time exceed the greater of $125,000,000 and 15% of Consolidated Net Tangible Assets; and (i) during any Collateral and Guarantee Period, (i) Liens pursuant to any Loan Document (it being understood that, at any time during the Collateral and Guarantee Period, such Liens may extend to any obligations under any Senior Notes Indenture that pursuant to such Senior Notes Indenture have been required to become Senior Notes Indenture Secured Obligations at such time), and (ii) Liens pursuant to any “Loan Document” under and as defined in the Revolving Credit Agreement.

Liens. The No Borrower will not, and nor will not permit any Subsidiary to, of its Subsidiaries to create, incur, assume or permit suffer to exist or become a party to any agreement, note, indenture or other instrument pursuant to which such Person agrees to create, incur or assume any Lien on in, upon or with respect to any property of its properties or asset assets, whether now owned or hereafter acquired by itacquired, or assign or sell any income or revenues except for the following Liens (including accounts receivable) or rights in respect of any thereof, except:herein referred to as "Permitted Liens"): (a) Permitted EncumbrancesLiens created by the Loan Documents or otherwise securing the Obligations; (b) any Lien on any property or asset of the Borrower or any Subsidiary Customary Permitted Liens; (c) Liens existing on the date hereof and set forth in listed on Schedule 6.02; 8.1 hereto; (d) Liens on any property (including the interest of a lessee under a Capitalized Lease) securing Indebtedness incurred or assumed for the purpose of financing (or financing of the purchase price within 120 days after the respective purchase of assets) all or any part of the acquisition, construction, repair or improvement cost of such property (including Liens to which any property is subject at the time of acquisition thereof by Company or any of its Subsidiaries) provided that that, (i) any such Lien shall does not apply extend to any other property or asset of the Borrower or any Subsidiary and property, (ii) such Lien shall secure only those obligations which it secures either exists on the date hereof and extensionsor is created in connection with the acquisition, renewals and replacements thereof that do construction, repair or improvement of such property as permitted by this Agreement, (iii) the indebtedness secured by any such Lien, (or the Capitalized Lease Obligation with respect to any Capitalized Lease) does not increase exceed 100% of the outstanding principal amount thereoffair market value of such assets and (iv) the Indebtedness secured thereby is permitted to be incurred pursuant to Section 8.2(f); (ce) any Lien existing Liens on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset assets of any Person that becomes a Subsidiary after the date hereof prior to at the time such assets are acquired or such Person becomes a Subsidiary; provided that (i) such Lien Subsidiary or is merged, amalgamated or consolidated with or into a Subsidiary and, in each case, not created in contemplation of or in connection with such acquisition event, provided that, (x) no such lien shall extend to or cover any other property or assets of any Borrower or of such Person becoming a Subsidiary, as the case may be, (iiy) the aggregate principal amount of the Indebtedness secured by all such Lien shall not apply to Liens in respect of any other such property or assets shall not exceed 100% of the Borrower fair market value of such property or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on assets at the date time of such acquisition nor, in the case of a Lien in respect of property or assets existing at the date time of such Person becomes becoming a SubsidiarySubsidiary or being so consolidated or merged, as the case may be fair market value of the property or assets acquired at such time, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiz) the Indebtedness secured thereby does is permitted to be incurred pursuant to Section 8.2(g); (f) any Lien arising out of the replacement, refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by clauses (c), (d), (e), (g) and (h) of this Section, provided that, such Indebtedness is not increased and is not secured by any additional assets; (g) Liens on Receivables Facility Assets transferred in accordance with the terms of the Receivables Documents pursuant to a Permitted Accounts Receivable Securitization; (h) Liens incurred in connection with Sale-Leaseback transactions permitted under Section 8.9; (i) Liens securing Indebtedness of Foreign Subsidiaries (including any refinancings of such Indebtedness), provided that, such Liens do not at any time encumber any Collateral or other assets located in the United States, the Dollar Equivalent amount of such indebtedness shall not exceed $25,000,000 in the cost aggregate at any one time outstanding; and (j) additional Liens incurred by Company and its Subsidiaries so long as, without duplication, the Dollar Equivalent of acquiringthe value of the property subject to such Liens at the time such Lien is incurred and the Dollar Equivalent of the Indebtedness (including any refinancings of such Indebtedness) and other obligations secured thereby do not exceed $50,000,000 in the aggregate at any time. In addition, constructing no Borrower will nor permit any of its Subsidiaries to become a party to any agreement, note, indenture or improving such fixed other instrument, or capital take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of Collateral Agent for the benefit of the Secured Creditors, as collateral for the Obligations (other than in connection with a commitment to obtain Indebtedness which would be used to indefeasibly pay in full all Obligations outstanding hereunder and result in the termination of all Commitments hereunder), provided that, any agreement, note, indenture or other instrument in connection with Indebtedness permitted under Sections 8.2(d), (f), (g), (i), (j) and (ivn) such security interests shall not apply to any other property or assets may prohibit the creation of a Lien in favor of Collateral Agent for the benefit of the Borrower or any SubsidiarySecured Creditors on the items of property obtained with the proceeds of such Indebtedness.

Liens. The Borrower will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesLiens created pursuant to the Loan Documents and any Liens securing any additional Indebtedness incurred pursuant to Section 2.08 or Refinancing Debt incurred pursuant to Section 2.09; (b) Permitted Liens; (c) any Lien on any property or asset of the Borrower or any Subsidiary of its Restricted Subsidiaries existing on the date hereof Fifth Restatement Effective Date and set forth in on Schedule 6.027.02; provided that (i) no such Lien shall not apply extend to any other property or asset of the Borrower or any Subsidiary of its Restricted Subsidiaries and (ii) any such Lien shall secure only those obligations which it secures on the date hereof Fourth Restatement Effective Date and extensions, renewals renewals, replacements and replacements combinations thereof that do not increase the outstanding principal amount thereofthereof or commitment therefor, in each case, as in effect on the Fourth Restatement Effective Date; (cd) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof Fourth Restatement Effective Date prior to the time such Person becomes a SubsidiarySubsidiary (including in connection with a Permitted Acquisition); 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the original outstanding principal amount thereof; and; (de) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness expressly permitted by clause (e) of Section 6.017.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days six months after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (f) Liens on specifically identified inventory and accounts receivable covered by bankers’ acceptances resulting from import letters of credit which do not cover any assets other than those financed with such bankers’ acceptances; (g) Liens on assets of any Group Member to secure (i) its Indebtedness (other than guarantees) or (ii) the Indebtedness of any other Group Member organized under the same jurisdiction (provided that no Group Member may Guarantee Indebtedness under this clause (ii) of Persons organized under a different jurisdiction), in each case permitted by Section 7.01(a)(xvii); (h) Liens on assets of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted by Section 7.01(a)(xviii); (i) additional Liens not otherwise expressly permitted by this Section on any property or asset of the Borrower or any Restricted Subsidiary securing obligations in an aggregate amount not exceeding $125,000,000 at any time outstanding; (j) subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower, Liens securing Indebtedness permitted by Section 7.01(a)(xxiii); and (k) Liens on (x) any real property (including, for the avoidance of doubt, related fixtures) and any and all improvements thereon whether now owned or at any time hereafter acquired by the Borrower or any of its Restricted Subsidiaries and (y) any proceeds with respect thereto. The increase in amounts secured by Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount, and increases in the amount of Indebtedness outstanding as a result of fluctuations in the exchange rate of currencies, will not be deemed to be an incurrence of Liens for purposes of this Section 7.02.

Liens. The Borrower will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including stock or other securities of any person, including any Subsidiary) now owned or hereafter acquired by it, it or assign or sell on any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset assets of the Borrower or any Subsidiary and its Subsidiaries existing on the date hereof and set forth in on Schedule 6.02; provided 6.02(a) (and any extensions, renewals, replacements or refinancing thereof, PROVIDED that (i) such Lien shall not apply to any other property Liens as so extended, renewed, replaced or asset of the Borrower or any Subsidiary and (ii) such Lien refinanced shall secure only those obligations which it secures they secure on the date hereof and extensions, renewals and replacements thereof that do shall not increase extend to any other property or assets of the outstanding principal amount thereofBorrower or any Subsidiary); (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on (except any property or asset of any Person that becomes acquired in connection with a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided Permitted Acquisition), PROVIDED that (i) such Lien is not created in contemplation of or in connection with such acquisition acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Person Lien does not (A) materially interfere with the use, occupancy and operation of any Mortgaged Property, (B) materially reduce the fair market value of such Mortgaged Property but for such Lien or (C) result in any material increase in the cost of operating, occupying or owning or leasing such Mortgaged Property; (d) any Lien existing on any property or asset of any person acquired as a Permitted Acquisition and 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 person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition person becomes a Subsidiary (and any extensions, renewals, replacements or refinancing thereof, PROVIDED that such Liens as so extended, renewed, replaced or refinanced shall secure only those obligations which they secure on the date such Person becomes hereof and shall not extend to any other property or assets of the Borrower or any Subsidiary); (e) Liens for taxes not yet due or which are being contested in compliance with Section 5.03; (f) carriers', warehousemen's, mechanics', materialmen's, repairmen's, landlord's, lessor's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03; (g) pledges and deposits made in the ordinary course of business in compliance with workmen's compensation, unemployment insurance and other social security laws or regulations; (h) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a Subsidiarylike nature incurred in the ordinary course of business; (i) zoning restrictions, as easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (j) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case may be and extensionsof improvements, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (dconstructed) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided , PROVIDED that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.016.01(e), (ii) such security interests are incurred, and the Indebtedness secured thereby are incurred prior to or is created, within 90 days after such acquisition (or the completion of such construction or improvementconstruction), (iii) the Indebtedness secured thereby does not exceed 85% of the lesser of the cost or the fair market value of acquiringsuch real property, constructing improvements or improving equipment at the time of such fixed acquisition (or capital assets construction) and (iv) such security interests shall do not apply to any other property or assets of the Borrower or any Subsidiary; (k) attachment or judgment Liens so long as the claims secured thereby do not exceed $1,000,000 in the aggregate and are being contested in good faith pursuant to appropriate proceedings; (l) Liens to secure Capital Lease Obligations permitted by Section 6.01(e), PROVIDED that such Liens do not extend to any other property or assets of the Borrower or any Subsidiary; (m) Liens on the assets of JAIX Leasing, PROVIDED that such Liens do not extend to the assets of the Borrower or any other Subsidiary (other than any subsidiary of JAIX Leasing); and (n) Liens arising in favor of an Issuing Bank under the Bond Documents in bonds issued thereunder which are repurchased with the proceeds of an L/C Disbursement and held in the Borrower's or a Guarantor's name subject to a pledge in favor of the Issuing Bank until such bonds are successfully remarketed, PROVIDED that each Issuing Bank agrees to hold any such Lien for and on behalf of the Administrative Agent and each of the Lenders.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens created pursuant to the Security Documents; (f) customary restrictions on transfers of assets contained in agreements related to the sale by the Borrower or any Subsidiary of such assets pending their sale; provided that such restrictions apply only to the assets to be sold and such sale is permitted hereunder; (g) Liens upon assets of an SPC granted in connection with a Permitted Securitization (including customary backup Liens granted by the transferor in accounts receivable and related rights transferred to an SPC); (h) customary purchase options, calls or similar rights held by partners or other equity holders relating to AppSwing Ltd. or investments permitted by Section 6.04(j); and (i) Other Liens securing Indebtedness at no time exceeding $25,000,000 in aggregate principal amount.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) : Liens created under the Loan Documents; Permitted Encumbrances; (b) ; any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; 7.2, provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) ; any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 beapplicable, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be applicable, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; , provided that (i) such security interests secure Indebtedness permitted by clause (eiii) of Section 6.017.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and Liens on receivables (i) in respect of 12b-1 Fees and Contingent Deferred Sales Commissions to secure Indebtedness permitted by Section 7.1(a)(xiv) and (ii) sold in a Securitization transaction permitted by Section 7.5(e) to secure Indebtedness permitted by Section 7.1(a)(xv).

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (d) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (e) Liens arising out of sale and leaseback transactions permitted by Section 6.06; and (df) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary.

Liens. (a) The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (ai) Liens created under the Loan Documents (including to secure any Indebtedness incurred to refinance the Polk County IRBs, to the extent such Indebtedness is required by its terms to be so secured, but in any event on terms no more favorable than those upon which the Polk County IRBs are secured on the Effective Date); (ii) Permitted Encumbrances; (biii) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided PROVIDED that (iA) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (iiB) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (civ) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided PROVIDED that (iA) such Lien is not created in contemplation of or in connection with 109 such acquisition or such Person becoming a SubsidiarySubsidiary , as the case may be, (iiB) such Lien shall not apply to any other property or assets of the Borrower Company or any Subsidiary and (iiiC) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (dv) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any SubsidiarySubsidiary (other than fixed or capital assets that are part of a Mortgaged Property); provided PROVIDED that (iA) such security interests Liens secure Indebtedness permitted by clause (evi) of Section 6.016.01(a), (iiB) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iiiC) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (ivD) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; (vi) operating leases or subleases (other than with respect to Collateral) entered into in the ordinary course of business by the Company or any Subsidiary, as lessor thereunder, that do not interfere in any material respect with the business of the Company and the Subsidiaries; (vii) customary restrictions on transfers of assets contained in agreements related to the sale by the Company or the Subsidiaries of such assets pending their sale, PROVIDED that such restrictions apply only to the assets to be sold and such sale is permitted hereunder; (viii) Liens (other than with respect to Collateral) in favor of Governmental Authorities to secure progress or advance payments; (ix) Liens securing industrial revenue or pollution control bonds constituting Indebtedness permitted by clause (xii) of Section 6.01(a); PROVIDED that such Liens shall not apply to any assets other than those financed with the proceeds of such Indebtedness; 110 (x) Liens on property of Foreign Subsidiaries (other than Foreign Loan Parties) securing Indebtedness of Foreign Subsidiaries permitted by clause (xiii) of Section 6.01(a); (xi) Liens on property (other than Collateral) securing Indebtedness permitted by clause (xiv) of Section 6.01(a); (xii) Liens on any promissory notes or Equity Interests received as consideration for the Salt Disposition and held in escrow pursuant to the terms of the Salt Disposition; and (xiii) a first-priority Lien on the Second Priority Collateral securing Indebtedness in respect of the Potash Facility. (b) The Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien or any Debt (as defined in the 1997 Indenture and the 1998 Indenture or in the New Senior Notes Indentures, as applicable) secured by a Lien (other than Indebtedness permitted by clause (xiv) of Section 6.01(a)), or permit any Sale and Lease-Back Transaction (as defined in the 1997 Indenture and the 1998 Indenture or in the New Senior Notes Indentures, as applicable) to be consummated, in each case if the effect thereof would be to reduce the Lien Basket Amount.

Liens. The Borrower will notCreate or suffer to exist, and will not or permit any Subsidiary toof its respective Restricted Subsidiaries to create or suffer to exist, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of its properties, whether now owned or hereafter acquired by itacquired, or assign assign, or sell permit any income or revenues (including accounts receivable) or rights in respect of its Subsidiaries to assign, any thereofright to receive income, exceptother than the following, provided, that, any Lien permitted by any clause below shall be permitted under this Section 5.02(a), notwithstanding that such Lien would not be permitted by any other clause: (ai) Permitted Encumbrances;Liens, (bii) any Lien Liens created under the Loan Documents, (iii) Liens on any property or asset of assets (other than Accounts and Inventory) to secure Debt permitted to be incurred under Section 5.02(d)(iii), (iv) and (xv) hereof, (iv) the Borrower or any Subsidiary Liens existing on the date hereof Restatement Date and set forth in described on Schedule 6.025.02(a); provided that provided, that, (iA) such Lien Liens shall not apply to any other property or asset of the Borrower Company or any Restricted Subsidiary (other than proceeds thereof and extensions or improvements to any such property) unless otherwise permitted herein and (iiB) such Lien shall secure only those obligations which it secures on the date hereof Restatement Date and extensions, refinancings, restructurings, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof (other than by an amount equal to accrued interest and any fees, costs and expenses incurred in connection therewith), the obligations thereunder or the property or assets securing such obligations, in the case of each of subclauses (A) and (B) above other than to the extent such Lien constitutes a Permitted Lien; (cv) any Lien Liens on property of a Person existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to at the time such Person is acquired by, amalgamated, merged into or consolidated with any Loan Party or any Restricted Subsidiary of a Loan Party or becomes a SubsidiaryRestricted Subsidiary of any Loan Party; provided that (i) provided, that, such Lien is Liens were not created in contemplation of such amalgamation, merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged or amalgamated into or consolidated with the Company or such Subsidiary or acquired by any Loan Party or such Restricted Subsidiary (or in the case of Permitted Refinancing Debt, any extensions or amounts then outstanding), (vi) Liens on property other than Letter of Credit Priority Collateral arising under leases that have been or should be, in accordance with GAAP, recorded as capital leases; provided, that, the aggregate principal amount of the Debt secured by the Liens referred to in this clause (vi) are permitted under the terms of this Agreement, (vii) Liens on assets of Foreign Subsidiaries which secure Debt permitted under Section 5.02(d)(xvii), in an aggregate amount not to exceed (A) prior to the Borrower Deleveraging Milestone Date, $45,000,000 and (B) on or after the Borrower Deleveraging Milestone Date, $100,000,000, in each case, at any time outstanding, (viii) Liens on property other than Letter of Credit Priority Collateral that secure Debt permitted by Section 5.02(d)(xi), (ix) Liens securing any Replacement ABL Facility, to the extent permitted under the Term Loan Agreement (as in effect on the Restatement Date), provided, that, such Liens shall be subject to an intercreditor agreement in form and substance satisfactory to Agent (it being agreed that the intercreditor agreements substantially in the form of the intercreditor agreements in effect immediately prior to the Restatement Date in connection with the Existing ABL Facility to which the Agent was party shall be deemed satisfactory to the Agent), (x) Liens upon real property of the Company and its Restricted Subsidiaries and related assets customary for non-recourse mortgage financings (provided, that, in no event shall any such Lien extend to or cover any LC Facility Cash Collateral) securing Debt incurred solely through the financing of such real property, and the replacement, extension or renewal of any such Lien upon or in the same real property or assets in connection with a Permitted Refinancing of the Debt secured thereby, (xi) Liens in respect of judgments that do not constitute an Event of Default under Section 6.01(f), (xii) Liens on the property of the Loan Parties securing Term Loan Debt permitted under Section 5.02(d)(xxvii), subject to the terms of the Term Loan Intercreditor Agreement, (xiii) Liens on assets of the Company and its Subsidiaries not constituting Collateral which secure Debt in an aggregate amount not to exceed $150,000,000, (xiv) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Company or any Restricted Subsidiary thereof on cash on deposit with or in possession of such bank, (i) cash deposits in the ordinary course of business to secure liability to insurance carriers and (ii) Liens in insurance policies and proceeds thereof securing the financing of the premiums with respect thereto, (xvi) Liens attaching solely to xxxx xxxxxxx money deposits in connection with any letter of intent or purchase agreement in respect of any Permitted Acquisition, (xvii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and securing obligations (i) that are not overdue by more than thirty (30) days, or (ii) (A) that are being contested in good faith by appropriate proceedings, (B) the applicable Loan Party or Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, (xviii) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code (or equivalent statutes) on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage amounts incurred in the ordinary course of business; provided, that, such Liens (A) attach only to such investments and the proceeds therefrom and (B) secure only obligations incurred in the ordinary course and arising in connection with the acquisition or Disposition of such Person becoming investments and not any obligation in connection with margin financing; and (iii) in favor of banking institutions arising as a Subsidiarymatter of law encumbering deposits (including the right of setoff) and which are within the general parameters customary in the banking industry, (xix) Xxxxx (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted hereunder, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted hereunder, in each case, solely to the extent such Investment or Disposition, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures would have been permitted on the date of the creation of such acquisition Lien, (xx) with respect to the equity interests of any non-wholly owned Restricted Subsidiary, non-wholly owned Unrestricted Subsidiary or joint venture, any put and call arrangements or restrictions on disposition related to such equity interests set forth in the date applicable organizational documents or any related joint venture or similar agreement, (xxi) rights of setoff in favor of counterparties to contractual obligations with the Loan Parties in the ordinary course of business, (xxii) Liens arising out of conditional sale, title retention, consignment or other similar arrangements for the sale of goods entered into by any Loan Party or any of its Restricted Subsidiaries in the ordinary course of business; (xxiii) Liens upon specified items of inventory or other goods and proceeds of the Company or any of its Restricted Subsidiaries securing such Persons’ obligations in respect of related documentary letters of credit or bankers’ acceptances issued or created for the account of such Person becomes to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business; (xxiv) Liens over any assets of any Subsidiary that is not a SubsidiaryLoan Party or a Restricted Subsidiary to the extent required to provide collateral in respect of any appeal of any tax litigation in an aggregate amount not to exceed the amount required to be paid under local law to permit such appeal, (xxv) Liens on assets other than LC Facility Cash Collateral to secure obligations under treasury services agreements or to implement cash pooling arrangements in the ordinary course of business, (xxvi) Liens on cash and Cash Equivalents or other property arising in connection with the defeasance, as discharge or redemption of Debt, to the case may be extent such defeasance, discharge or redemption is otherwise permitted hereunder, (xxvii) Liens on assets of the Company or any Restricted Subsidiary in favor of a Loan Party, subject to the terms of the Security Agreement, (xxviii) Liens on assets of Non-Recourse Project Subsidiaries to secure Non-Recourse Debt, (xxix) Reservation of title by sellers of goods to any Loan Party arising under the provisions of applicable law similar to Article 2 of the UCC in the ordinary course of business, covering only those goods, (xxx) Liens on Accounts, agreements governing receivables, rights under any such agreements and extensionsthe proceeds thereof, renewals and replacements thereof that do not increase in each case, of Foreign Subsidiaries to secure Debt in respect of Permitted Receivables Financings of Foreign Subsidiaries but only to the outstanding principal amount thereofextent such Accounts are the subject of those financings; and (dxxxi) other Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any SubsidiaryRestricted Subsidiary (other than LC Facility Cash Collateral) securing obligations of the Company or any Restricted Subsidiary in an aggregate amount not to exceed (A) prior to the Borrower Deleveraging Milestone Date, $22,500,000 and (B) on or after the Borrower Deleveraging Milestone Date, $35,000,000.

Liens. The Borrower will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including Equity Interests or other securities of any person, including the Borrower or any Subsidiary) now owned or hereafter acquired by it, it or assign or sell on any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset assets of the Borrower or any Subsidiary and the Subsidiaries existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien Liens shall secure only those obligations which it secures they secure on the date hereof and extensions, renewals and replacements thereof thereof; provided that do not increase the outstanding principal amount thereofof the obligation secured thereby is not increased and that any such extension, renewal or replacement is limited to the property originally encumbered thereby; (b) any Lien created under the Loan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset assets of any Person person that becomes a Subsidiary after the date hereof prior to the time such Person person becomes a Subsidiary, as the case may be; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person person becoming a Subsidiary, as the case may be, (ii) such Lien shall does not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure secures only those obligations which it secures on the date of such acquisition or the date such Person person becomes a Subsidiary, as the case may be Subsidiary and extensions, renewals and replacements thereof that do not increase thereof, as the outstanding case may be; provided that, in the case of any extension, renewal or replacement of a Lien permitted by this Section 6.2(c), the principal amount thereof; andof the obligation secured thereby is not increased and such extension, renewal or replacement is limited to the property originally encumbered thereby; (d) Liens for taxes not yet due or which are being contested in compliance with Section 5.03; (e) carriers’, landlords’, warehousemen’s, mechanics’, suppliers’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 5.03; (f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations; (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 bonds and other obligations of a like nature incurred in the ordinary course of business; (h) zoning restrictions, easements, rights-of-way, restrictions on fixed use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or capital assets acquiredinterfere with the ordinary conduct of the business of the Borrower or any of its Subsidiaries; (i) purchase money security interests in real property, constructed improvements thereto or improved equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby are incurred prior to or is created, within 90 180 days after such acquisition (or the completion of such construction or improvementconstruction), (iii) the Indebtedness secured thereby does not exceed 100% of the lesser of the cost or the fair market value of acquiringsuch real property, constructing improvements or improving equipment at the time of such fixed acquisition (or capital assets construction) and (iv) such security interests shall do not apply to any other property or assets of the Borrower or any Subsidiary; (j) Liens securing judgments (other than judgments giving rise to an Event of Default) for the payment of money (or securing appeal or other surety bonds related to such judgments); (k) Liens consisting of set-offs of a customary nature or bankers’ Liens on deposit accounts maintained with, or other property in the custody of, a depositary bank pursuant to its general business terms and in the ordinary course of business; (l) Any interest or title of a lessor, sublessor, licensee or licensor under any lease or license agreement permitted by this Agreement which do not materially interfere with the ordinary conduct of the business of Borrower or its Subsidiaries and do not secure any Indebtedness; (m) Liens consisting of pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations to (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Borrower or its Subsidiaries; (n) Liens (A) on cash advances 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, and (B) consisting of an agreement to transfer 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; (o) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of Borrower or any of its Subsidiaries in the ordinary course of business; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Borrower or its Subsidiaries in the ordinary course of business (excluding any general inventory financing) or Liens arising by operation of law under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (q) Liens arising from precautionary UCC financing statements regarding operating leases entered into in the ordinary course; (r) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; and (s) other Liens so long as neither the value of the property subject to such Liens, nor the Indebtedness and other obligations secured thereby, not exceed $100,000 in the aggregate.

Liens. The Borrower will not, and will not permit any Subsidiary other Credit Party to, directly or indirectly, create, incur, assume or permit suffer to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Liens created by the Security Documents; (b) Permitted Encumbrances; (bc) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.025.2; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and or replacements thereof that do not increase the outstanding principal amount thereof; (cd) any Lien existing on any property or asset (together with receivables, intangibles and proceeds thereof) prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be and extensions, renewals and or replacements thereof that do not increase the outstanding principal amount thereof; and; (de) Liens on fixed or capital assets (together with receivables, intangibles and proceeds thereof) acquired, constructed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness Debt permitted by clause (e) of Section 6.015.1(e), (ii) such security interests and the Indebtedness Debt secured thereby are incurred prior to or within 90 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary; (f) Liens securing obligations and liabilities of Borrower and any Restricted Subsidiary under Swap Contracts with Eligible Secured Swap Counterparties to the extent such Swap Contracts are permitted hereunder; (g) Liens on the Capital Stock of an Unrestricted Subsidiary granted by a Restricted Subsidiary to secure Non-Recourse Debt; (h) Liens granted to secure Permitted Pari Debt incurred pursuant to Section 5.21(g) and Permitted Second Lien Debt incurred pursuant to Section 5.2(a1(i); (i) Liens granted to secure other obligations in an amount not to exceed $5,000,000 in the aggregate so long as the assets and properties secured by such Liens do not constitute Collateral; and (j) Liens granted to secure letters of credit and bank guaranties permitted pursuant to Section 5.1(o) in an amount not to exceed the amount of Debt permitted under Section 5.1(o).

Liens. The Borrower Company will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted EncumbrancesEncumbrances and Liens created under the Pledge Agreements; (b) any Lien on any property or asset of the Borrower Company or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower Company or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Company or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Company or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower Company or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower Company or any Subsidiary; and (e) customary bankers’ Liens and rights of setoff arising by operation of law and incurred on deposits made in the ordinary course of business; (f) Liens on certain real property located in Boise, Idaho securing the New Mask Shop Obligations; and (g) attachments, appeal bonds, judgments and other similar Liens, for sums not exceeding $1,000,000 in the aggregate arising in connection with court proceedings; provided, that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are being contested in good faith and by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Company to the extent required by GAAP.

Liens. The Borrower will not, and will not permit any Domestic Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, it except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Restricted Subsidiary existing on the date hereof and set forth in Schedule 6.026.02 to the Disclosure Letter (other than, for the avoidance of doubt, Liens securing the Obligations or the Secured Obligations (as defined in the Revolving Credit Agreement)) and any modifications, renewals and extensions thereof and any Lien granted as a replacement or substitute therefor; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Restricted Subsidiary other than improvements thereon or proceeds thereof, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereofthereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existing on any property or asset of any Person that becomes a Restricted Subsidiary after the date hereof prior to the time such Person becomes a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Restricted Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary Restricted Subsidiary, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case may be be, and extensionsany refinancing, renewals and replacements extension, renewal or replacement thereof that do does not increase the outstanding principal amount thereof; andthereof except by an amount equal to a premium or other amount paid, and fees and expenses incurred, in connection with such refinancing, extensions, renewals or replacements; (d) Liens on fixed or capital assets acquired, constructed constructed, financed or improved by the Borrower or any Restricted Subsidiary; provided that (i) such security interests secure Indebtedness that is permitted by clause (e) of pursuant to Section 6.016.01(f), (ii) such security interests and the Indebtedness secured thereby are initially incurred prior to or within 90 270 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Restricted Subsidiary other than additions, accessions, parts, attachments or improvements thereon or proceeds thereof; provided that clauses (ii) and (iii) shall not apply to any Refinancing Indebtedness pursuant to Section 6.01(f) hereof or any Lien securing such Refinancing Indebtedness; (e) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries, taken as a whole; (f) the interest and title of a lessor or licensor under any lease, license, sublease or sublicense entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and other statutory and common law landlords’ Liens under leases; (g) in connection with the sale or transfer of any assets in a transaction not prohibited hereunder, customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; (h) in the case of any joint venture or minority investment by the Borrower or any Subsidiary in any Person, any put and call arrangements related to its Equity Interests set forth in applicable joint venture’s or other Person’s organizational documents or any related joint venture, shareholders, investor rights or similar agreement; (i) Liens securing Indebtedness to finance insurance premiums owing in the ordinary course of business to the extent such financing is not prohibited hereunder; (j) Liens on xxxxxxx money deposits of cash or Cash Equivalents made in connection with any acquisition not prohibited hereunder; (k) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents or other securities on deposit in one or more accounts maintained by the Borrower or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the banks, securities intermediaries or other depository institutions with which such accounts are maintained, securing amounts owing to such institutions with respect to cash management and operating account arrangements; (l) Liens in the nature of the right of setoff in favor of counterparties to contractual agreements not otherwise prohibited hereunder with the Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (m) Liens on the Equity Interests of Excluded Subsidiaries; (n) Liens and deposits securing obligations under Swap Agreements entered to hedge or mitigate commercial risk and not for speculative purposes; (o) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof; (p) Liens in favor of the Loan Parties; (q) [reserved]; (r) (i) Liens securing Secured Specified Indebtedness (including, for the avoidance of doubt, any such Indebtedness pursuant to the Revolving Credit Facility); provided that after giving effect to any incurrence of Liens pursuant to this clause (r)(i) (and subject to Section 1.06), the aggregate principal amount of outstanding Secured Specified Indebtedness secured by Liens incurred pursuant to this clause (r)(i) or clause (r)(ii) below, together with, but without duplication, the aggregate principal amount of outstanding Specified Indebtedness of the Domestic Restricted Subsidiaries that are not Guarantors incurred pursuant to Section 6.01(g), shall not exceed the Certain Specified Indebtedness Cap (for purposes of the foregoing calculation, treating the commitments under the Revolving Credit Facility and any other revolving or delayed-draw commitments in respect of Specified Indebtedness as fully drawn); and (ii) Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the foregoing clause (r)(i) or that secure any extension, renewal, replacement, refinancing or refunding (including any successive extensions, renewals, replacements, refinancings or refundings) of any Refinancing Indebtedness within 12 months of the maturity, retirement or other repayment or prepayment of the Specified Indebtedness (including any such repayment pursuant to amortization obligations with respect to such Indebtedness) being extended, renewed, substituted, replaced, refinanced or refunded, which Indebtedness is secured by a Lien permitted pursuant to this clause (r). Notwithstanding anything herein to the contrary, Liens securing Indebtedness outstanding on the Closing Date under this Agreement shall be treated as incurred on the Closing Date under this clause (r); and (s) other Liens securing obligations (other than Specified Indebtedness) in an aggregate principal amount at any time outstanding not to exceed $100,000,000300,000,000.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and; (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens on assets of Foreign Subsidiaries securing Indebtedness or guarantees permitted under Section 6.01(d); and (f) other Liens securing Indebtedness at no time exceeding $5,000,000 in aggregate principal amount.

Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: : (a) Permitted Encumbrances; ; (b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; ; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; and (d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; (e) Liens on property or assets of the Borrower to secure Power Transactions in the ordinary course of business; (f) The Lien of the Indenture; (g) Pledge agreements identified on Schedule 6.08; and (h) Liens on property or assets of the Borrower under or pursuant to any Swap Agreement, provided the bonding capacity under the Indenture does not go below the greater of $30,000,000 or the aggregate amount of the unsecured Indebtedness.

Liens. The Borrower Holdings will not, and nor will not it permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien on any property or asset of the Borrower Holdings or any Subsidiary existing on the date hereof Effective Date and set forth in Schedule 6.02; 6.02 to the First Amended and Restated Credit Agreement, provided that that, if such Lien is not released within sixty days after the Effective Date, (i) such Lien shall not apply to any other property or asset of the Borrower Holdings or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof Effective Date and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereofthereof over the amount set forth on such Schedule 6.02; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower Holdings or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof 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 the Borrower Holdings or any Subsidiary Subsidiary; (iii) such Lien secures Indebtedness permitted by Section 6.01(h) and (iiiiv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; andbe; (d) Liens on fixed or capital assets acquired, constructed or improved acquired by the Borrower Holdings or any Subsidiary; provided that (i) such security interests Liens secure Indebtedness permitted by clause (e) of Section 6.016.01(h), (ii) such security interests Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvementsimultaneously therewith, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving acquiring such fixed or capital assets and assets, (iv) such security interests shall not apply to any other property or assets of the Borrower Holdings or any Subsidiary; and (v) the aggregate Indebtedness secured by all such Liens does not exceed $5,000,000; (e) Liens arising in connection with (i) the SunTrust Sale and Leaseback permitted under Section 6.01(d), (ii) the NTB Sale and Leaseback permitted under Section 6.01(j) or (iii) other sale and leaseback transactions permitted under Section 6.13(d); and (f) a security interest granted by Tire Kingdom, Inc. to Michelin Tire Corporation, as secured party, with respect to all inventory previously and hereafter purchased from Michelin Tire Corporation by Tire Kingdom, Inc. and all proceeds thereof, provided that the aggregate amount of obligations secured thereby at no time exceeds $30,000,000.

Liens. The Borrower will not, and will not permit any Subsidiary to, createCreate, incur, assume or permit to exist any Lien on any property or asset assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it, it or assign or sell on any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (a) Permitted Encumbrances; (b) any Lien Liens on any property or asset assets of the Borrower or any Subsidiary and the Subsidiaries existing on the date hereof and, in the case of any such Lien securing liabilities to any Person other than the Borrower and the Subsidiaries and that is, in each case, in an amount in excess of $250,000, set forth in Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien Liens shall secure only those obligations which it secures they secure on the date hereof and extensions, renewals and replacements thereof that do not increase permitted hereunder (b) any Lien created under the outstanding principal amount thereofLoan Documents; (c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset assets of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary, as the case may be; 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 does not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure secures only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof permitted hereunder (to the extent that do not increase (A) the outstanding principal amount thereof; andof such obligations is not increased (except for any accrued but unpaid interest and premium or penalty payable by the terms of such obligations and reasonable fees and expenses associated therewith) and (B) such Liens are not expanded to cover additional property or assets); (d) Liens on fixed for taxes not yet due or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause which are being contested in compliance with Section 5.03; (e) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or which are being contested in compliance with Section 6.015.03; (f) pledges and deposits made in the ordinary course of business in compliance with workmen’s compensation, unemployment insurance and other social security laws or regulations or to secure letters of credit issued in compliance with such laws or regulations; (iig) such security interests deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations and Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the Indebtedness secured thereby ordinary course of business or to secure letters of credit issued in connection therewith; (h) zoning restrictions, easements, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are incurred prior to not substantial in amount and do not materially detract from the value of the property subject thereto or within 90 days after such acquisition or interfere with the completion ordinary conduct 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 (iv) such security interests shall not apply to any other property or assets business of the Borrower or any of the Subsidiaries; (i) Liens securing Indebtedness incurred pursuant to Section 6.01(d) or 6.01(e); provided that such Liens do not at any time encumber any property other than the property financed by, or constructed or improved with the proceeds of, such Indebtedness; (j) Liens on the assets of any Subsidiary that is not a Loan Party securing Indebtedness of such Subsidiary permitted by Section 6.01; (k) judgment Liens securing judgments not constituting an Event of Default under Article VII; (l) Liens on property constituting Collateral securing (i) obligations incurred under any Refinancing Debt and the Refinancing Debt Documents related thereto to the extent required by the initial documentation in respect of such Refinancing Debt and (ii) Incremental Equivalent Debt; (m) Liens arising from Investments described in clause (d) of the definition of the term “Cash Equivalents”; (n) Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering only the items being collected upon; (o) Liens representing any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this Agreement; (p) Liens on insurance policies and the proceeds thereof securing Indebtedness permitted by Section 6.01(p); (q) Liens granted by a Subsidiary that is not a Loan Party to secure obligations that do not constitute Indebtedness and are incurred in connection with the Exchange and Clearing Operations of such Subsidiary; and (r) other Liens securing liabilities in an aggregate amount not to exceed $2,500,000 at any time outstanding.