Common use of Permitted Liens Clause in Contracts

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. CreateLessee shall not, directly or indirectly, create, incur, assume or suffer to exist any Lien upon on or with respect to this Lease, any Item of its PropertyEquipment, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code title thereto or any Requirement interest therein, except (i) the respective rights of Law of any jurisdictionOwner, a financing statement Lessor and Lessee as herein provided; (or the equivalent thereofii) that names it or any of its Subsidiaries as debtorLessor’s Liens; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (ciii) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising contested in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as good faith by appropriate proceedings so long as adequate reserves are maintained with respect to such Liens are at all times junior to Agent's Liens and are required or provided by law; Taxes in accordance with GAAP; (fiv) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord'smaterialmen’s, mechanics’, materialmen'sworkmen’s, repairmen's ’s, employees’ or other like Liens arising in the Ordinary Course ordinary course of Business that secure obligations that are business and for amounts the payment of which is either not overdue yet delinquent or is being contested in good faith by appropriate proceedings (and for a period of more than 30 days which adequate reserves have been made in accordance with GAAP, or are being Properly Contested; if required to contest the same, adequate security has been posted by Lessee); and (kv) Liens securing for airport, navigation, and en-route charges arising in the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to ordinary course of business and for amounts the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts which is either not yet due; delinquent or is being contested in good faith by appropriate proceedings (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on for which adequate reserves have been made in accordance with GAAP, or if required to contest the property subject to such Lienssame, but only to the extent that the amount of debt secured thereby, and the property secured thereby, adequate security has been posted by Lessee). Lessee shall not be increased; and (n) Liens in favor permitted to contest any Lien if such contest gives rise to any reasonable likelihood of Borrower in respect the sale, forfeiture, confiscation, distraint, seizure or loss of its consignment interests encumbering its Consigned Inventory (as defined any Item of Equipment or any interest therein in the Revolver Loan Agreement)course of any such proceedings, or as a result of any such Lien or the respective interests of Lessor, Owner or any Financing Party will be similarly adversely affected. Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge any such Lien not excepted above if the same shall arise at any time with respect to any Item of Equipment.

Permitted Liens. CreateNone of the Borrowers will, incurnor will permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Propertyproperty or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any receivables with or without recourse; provided that any of the Borrowers or any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens to secure claims for labor, material or supplies in respect of obligations not overdue; (ii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under §9.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §9.1(n); (viii) Other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the penultimate sentence of §9.1; and (x) Other Liens in an aggregate principal amount not to exceed $25,000,000 at any time outstanding. Each of the Borrowers covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "than Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations Indebtedness thereby secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as so long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as effect for so long as such Liens are (i) in existence Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or so long as such other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure Indebtedness becomes secured notwithstanding any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms actions taken by any of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which Borrowers to ratably secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Obligations hereunder.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (including statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other than Liens imposed by law, but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) statutory Liens of suppliers imposed by law or pursuant to customary reservations or retentions of title provided that: (i) such Liens do not attach to Collateral with a value of more than $250,000 at any time, (ii) such Liens arise in the Ordinary Course of Business, and (iii) any such Liens are not perfected and are subordinated under law to the Liens in favor of Agent; (f) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (fg) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hi) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ij) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'subject to the terms of the Intercreditor Agreement, warehousemen'sLiens securing the Potlatch Indebtedness; (l) existing Liens shown on Schedule 10.2.2; (m) leases or subleases of Real Estate granted to others not interfering in any material respect with the business of any Borrower or Subsidiary; (n) any interest of title of a lessor under, landlord'sand Liens arising from UCC financing statements (or equivalent filings, mechanicsregistrations or agreements in foreign jurisdictions) relating to, materialmen's, repairmen's or other like leases permitted by this Agreement; (o) Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only goods (it being understood that any Inventory subject to the extent such Liens secure amounts shall not yet dueconstitute Eligible Inventory); (mp) existing Liens shown of a collection bank arising under Section 4208 of the UCC on Schedule 9.2.2 and replacement items in the course of collection; (q) Liens imposed on the property subject Potlatch Escrow Account to such Liens, but only secure the obligations of Clearwater to Potlatch under the Retained Obligation Agreement and to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedfinancial institution at which such account is established; and (nr) Liens any extension, renewal or replacement, in favor whole or in part, of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined any Lien described in the Revolver Loan Agreementforegoing clauses (a) through (q); provided that any such extension, renewal or replacement shall be no more restrictive in any material respect than the Lien extended, renewed or replaced and shall not extend to any other Property of Borrowers or Subsidiaries other than such item of Property originally covered by such Lien or by improvement thereof or additions or accessions thereto.

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers'’, warehousemen's’s, landlord's’s, mechanics, materialmen's’s, repairmen's ’s or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; (b) transfer any of such property or assets or the Uniform Commercial Code income or any Requirement profits therefrom for the purpose of Law subjecting the same to the payment of Indebtedness or performance of any jurisdictionother obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a financing statement period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the equivalent thereof) definition of the term “Indebtedness,” with or without recourse; provided that names it the Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder may create or incur or suffer to file such financing statement (be created or the equivalent thereof) other than, as incurred or to all of the above, the following (collectively, "Permitted Liens"):exist: (ai) Liens in favor of Agentthe Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (bii) Liens securing Debt that to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted under Section 9.2.1(cby §9.1(c); (cv) Liens for Taxes of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not yet due or being Properly Contestedoverdue; (dvi) statutory encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which the Borrower or a Subsidiary of the Borrower is a party, and other minor Liens, provided that none of such Liens (other than Liens for Taxes or imposed under ERISAA) arising in interferes materially with the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation property affected in the ordinary conduct of the business of Borrowers the Borrower and its Subsidiaries, and (B) individually or their Subsidiariesin the aggregate have a Material Adverse Effect; (evii) Liens incurred existing on the date hereof and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or deposits made purchase money mortgages on real or personal property acquired (in the Ordinary Course case of Business purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the performance type and amount permitted by §9.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens on assets and property of government tendersthe Borrower and its Subsidiaries in favor of Interpool that secure the Interpool Convertible Subordinated Debt or the Existing Interpool Subordinated Debt; provided, bids, contracts, statutory obligations and other similar obligations, as long as that all such Liens are at all times junior and subordinate to Agent's the Liens and are required or provided granted by lawthe Borrower to the Administrative Agent for the benefit of the Lenders pursuant to the Security Documents on such terms set forth in the Subordination Documents; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lx) Liens in favor of customs the Administrative Agent for the benefit of the Lenders and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to Administrative Agent securing the extent such Liens secure amounts not yet dueObligations; (mxi) existing Liens shown on Schedule 9.2.2 and replacement consisting of the interest of a lessee under any lease with respect to Containers where the Borrower is the lessor; (xii) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under §9.1(h) hereof (subject to all the provisos contained therein); provided that (a) such Liens, but only Liens encumber the same property (and no additional assets or property of the Borrower) as secured the Indebtedness that was so refinanced or renewed and (b) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal; (xiii) interests of lessors in property leased to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedBorrower or a Subsidiary under §9.1(f); and (nxiv) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in on the Revolver Loan AgreementBorrower’s common stock redeemed pursuant to the Redemption Agreement solely to secure the Indebtedness permitted under §9.1(m).

Permitted Liens. CreateBorrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or with respect to against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"): ”): (ai) Liens under the Loan Documents or otherwise arising in favor of Agent; Lender, (bii) Liens securing Debt that is permitted under Section 9.2.1(cimposed by law for taxes (other than payroll taxes); (c) Liens , assessments or charges of any Governmental Authority for Taxes claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, (diii) (A) statutory Liens of landlords (provided that any such landlord has executed a Landlord Waiver and Consent in form and substance satisfactory to Lender) and of carriers, warehousemen, mechanics, materialmen, and (B) other than Liens for Taxes imposed by law or imposed under ERISA) arising that arise by operation of law in the Ordinary Course ordinary course of Businessbusiness from the date of creation thereof, but in each case only if (i) payment of the obligations secured thereby is for amounts not yet due or is which are being Properly Contestedcontested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Lender in its sole discretion, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (eiv) Liens (A) incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of government tenders, bids, contractsleases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, or (B) arising as long as a result of progress payments under government contracts, (v) purchase money Liens (A) securing Indebtedness permitted under Section 7.2(iii), or (B) in connection with the purchase by such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising Person of equipment in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and business, provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kvi) Liens securing the Debt that is permitted under Section 9.2.1(f); Permitted Subordinated Debt, provided that such Liens are at all times subject subordinated to the terms of the Intercreditor Agreement; (l) Liens in favor of customs Lender pursuant to a written agreement acceptable to Lender; and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such (vii) Liens secure amounts not yet due; (m) existing Liens shown disclosed on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)7.3.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet more than 30 days past due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property subject thereto or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or on deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, Licenses, contracts (except those relating to Borrowed Money), workmen’s compensation, unemployment, social security or other similar legislation, statutory obligations and other similar obligations, surety, stay, appeal, indemnity, performance or other similar bonds, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) bankers’ Liens, normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) Liens for permitted Capital Leases; (k) carriers'’, processors’, warehousemen's, landlord's’s, mechanics’ landlords’, materialmen's, repairmen's or ’s and other like similar Liens arising in the Ordinary Course of Business that which secure obligations that amounts which are not overdue for a period of more than 30 days or are being Properly Contested; (kl) Liens (other than Liens on Accounts and Inventory) securing liabilities (other than Debt) not to exceed $2,000,000 in the aggregate outstanding at any time; (m) possessory Liens of securities intermediaries, commodity intermediaries, brokers and dealers securing obligations incurred in the Ordinary Course of Business; (n) Liens on assets of Foreign Subsidiaries to secure permitted Debt and other obligations of Foreign Subsidiaries; (o) Liens on equity interests of any joint venture provided under the applicable joint venture agreement; (p) Liens securing the Debt that is permitted under by Section 9.2.1(f10.2.1(g); provided provided, that such Liens are in existence at all times subject to the terms time such Person becomes a Subsidiary and encumber only assets of the Intercreditor Agreement;Person acquired; and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mq) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt (provided that is such Liens shall not, for the avoidance of doubt, secure the Debt permitted under pursuant to Section 9.2.1(c10.2.1(p)); (c) (i) Liens for Taxes not yet due or being Properly Contested, (ii) Liens for Taxes that are set forth in Schedule 10.2.2(c); provided that such Taxes (and the Liens in respect thereof) are satisfied or are being Properly Contested not later than the date that is 90 days after the Closing Date and (iii) other Liens for Taxes in an aggregate amount not to exceed $500,000; provided that such Taxes (and the Liens in respect thereof) are satisfied or are being Properly Contested not later than the date that is 90 days after a Senior Officer of a Borrower becomes aware of such Liens; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior each case not giving rise to Agent's Liensan Event of Default; (hg) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (i) (x) Junior Liens securing Junior Debt permitted by Section 10.2.1(k) and (y) Liens on the assets of any SPE who is not an Obligor securing the Mortgage Loan Debt and the Refinancing Debt of Mortgage Loan Debt; (j) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with any Obligor; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with such Obligor; (k) Liens on property existing at the time of acquisition thereof by any Obligor, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to (i) any Accounts or Inventory or (ii) any property other than the property so acquired by such Obligor; (l) Liens incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations; (m) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Debt), leases, or other similar obligations arising in the ordinary course of business; (n) survey exceptions, encumbrances, easements or reservations of, or rights of others for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not incurred or created to secure the payment of Debt, and which in the aggregate do no materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by any Obligor; (o) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (p) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations; (q) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense, including any interest of a Licensor in any License; (r) Liens arising from UCC financing statements regarding operating leases or consignments; (s) Liens securing Refinancing Debt of the Senior Note Debt; provided that any such Liens are (i) limited to the collateral securing the Obligations and do not extend to any other assets of the Parent and its Subsidiaries and (ii) expressly subordinated to the Liens securing the Obligations and subject to an intercreditor agreement, in form and substance and on terms and conditions, reasonably acceptable to Agent and the Co-Collateral Agents, and such intercreditor agreement is in full force and effect; (t) Liens for assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP; (u) carriers'’, warehousemen's, landlord's’s, mechanics’, materialmen's’s, repairmen's or ’s and other like Liens imposed by law, arising in the Ordinary Course ordinary course of Business that secure business and securing obligations that are not overdue for a period of by more than 30 days or are being Properly Contested; (kv) Liens securing deposits in the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject ordinary course of business to the terms of the Intercreditor Agreementsecure liability to insurance carriers; (lw) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet dueordinary course of business; (mx) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code 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 and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry; (y) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedsecuring Refinancing Debt in respect thereof; and (nz) Liens in favor the licensing of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined Intellectual Property to third Persons on reasonable and customary terms in the Revolver Loan Agreement)ordinary course of business consistent with past practice; provided that such licensing does not (i) materially interfere with the business of the Parent or any other Obligor or (ii) interfere with the Agent’s liens or security interests or the Agent’s right to dispose of any Collateral subject to such Intellectual Property.

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations or other obligations incurred in the ordinary course of business or consistent with past practices or security or good faith deposits made in connection with a Permitted Acquisition which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by §10.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property, other than Mortgaged Properties acquired after the date hereof, to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by §10.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Uniform Commercial Code Loan Documents and any Interest Rate Agreements with a Lender; (xi) Liens on leasehold interests created by the Borrower or any Requirement of Law its Subsidiaries, as lessee, in favor of any jurisdiction, mortgagee of the leased premises to the extent not prohibited by the terms of the lease; (xii) Liens securing Indebtedness permitted by §10.1(f)(ii); (xiii) Liens constituting leasehold or license interests held by a financing statement (lessee or licensee in respect of leases or licenses made by the equivalent thereof) that names it Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder lessor or licensor with respect to file intellectual property, space or broadcast towers or sub-channel or broadcast spectrum or similar leases or licenses in each case entered into by the Borrower or such financing statement (or Subsidiary in the equivalent thereof) other than, as to all ordinary course of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agentits business consistent with past practices; (bxiv) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due constituting leasehold or being Properly Contested; (d) statutory Liens (other than Liens for Taxes similar interests of sublessees, time share participants or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required users in respect of any aircraft owned or provided leased by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, Borrower or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collectionSubsidiary; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kxv) Liens securing constituting options of Persons other than the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject Borrower or any Subsidiary to the terms purchase Capital Stock of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any non-wholly owned Subsidiary.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentCollateral Agent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,750,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, extended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, and (ii) at the time of acquisition of such fixed assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the lesser of the total purchase price or fair market value at the time of acquisition of such fixed assets; (k) other Liens that are created upon any of its Property (other than Collateral) after the Closing Date so long as the fair market value of such property subject to such Liens, but only to the extent that the amount of debt secured thereby, liens does not exceed $5,750,000 at any time outstanding; (l) Liens on deposits and the property secured thereby, shall not be increasedunearned insurance premiums securing Debt permitted under Section 9.2(j); and (nm) (i) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing the Debt owing under the 2009 Debentures, as long as such Liens are subject to the 2009 Debenture Intercreditor Agreement; (as defined in ii) Liens on Collateral securing the Debt owing under the Revolver Agreement, as long as such Debt is subject to the Intercreditor Agreement, (iii) Liens on Collateral securing the Second Lien Debt as long as such liens are subject to the Intercreditor Agreement and (iv) Liens on Collateral securing the Term A Loan AgreementDebt and, in each case, such Debt is permitted under Section 9.2.1(n) or Section 9.2.1(o).

Permitted Liens. CreateLessee will not directly or indirectly create, incur, assume or suffer to exist any Lien upon on or with respect to the Aircraft, any of its PropertyEngine, whether now owned or hereafter acquiredany Part, file or authorize the filing under the Uniform Commercial Code title thereto or any Requirement interest therein or in this Lease, except (i) the rights of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries Lessor as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all owner of the aboveAircraft, (ii) the following respective rights of Lessor and Lessee as provided herein, (collectivelyiii) the rights of others under agreements or arrangements to the extent permitted by the terms of Section 7.5 and Section 7.8(b)(iii) hereof, "Permitted (iv) Lessor Liens"): , (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (cv) Liens for Taxes of Lessee (or, if any Permitted Sublease is then in effect, the sublessee) not yet due or being Properly Contested; (d) statutory Liens contested in good faith by appropriate proceedings so long as such proceedings do not involve any material danger of the sale, forfeiture, loss or loss of use of the Airframe or any Engine or interest therein or any risk of material liability (other than Liens for Taxes payment of the amount), or any risk of criminal penalties being imposed under ERISAon any Indemnitee and so long as adequate reserves therefor have been established, (vi) materialmen's, mechanic's, workmen's, repairmen's, employees, or other like liens arising in the Ordinary Course ordinary course of BusinessLessee's (or, but only if a Permitted Sublease is then in effect, the sublessee's) business (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made including those arising under maintenance agreements entered into in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the ordinary course of collection; and (jbusiness) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure securing obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that contested in good faith by appropriate proceedings so long as such Liens are at all times subject to the terms proceedings do not involve any material danger of the Intercreditor Agreement; sale, forfeiture, loss or loss of use of the Airframe or any Engine or any interest therein, or any risk of material liability (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure other than for payment of customs duties the amount), or any risk of criminal penalties being imposed on any Indemnitee and so long as adequate reserves therefor have been established, (vii) any Lien arising out of a judgment or award against Lessee, (or if a Permitted Sublease is in connection with effect, the importation of goodssublessee) unless the judgment secured is not within 30 days after the entry thereof discharged, but only to vacated or reversed, or the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured therebyexecution thereof stayed pending appeal, and (viii) any Lien with respect to which Lessee (or, if any Permitted Sublease is then in effect, the property secured thereby, sublessee) shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined have provided a bond adequate in the Revolver Loan Agreement)reasonable opinion of Lessor. Lessee will promptly, at its own expense, take (or cause to be taken) such actions as may be necessary duly to discharge any such Lien not excepted above if the same shall arise at any time.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agentthe Administrative Agent for the benefit of the Secured Parties granted pursuant to any Loan Document; (b) Liens securing Debt that is permitted under Section 9.2.1(c)the Revolving Loan Debt, subject to the provisions of the Intercreditor Agreement; (c) Liens for to secure Taxes in respect of obligations not yet due overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, or Liens on Properties to secure claims for labor, material or supplies in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) statutory deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security or like obligations; (e) Liens on Properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which a Borrower or any such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (f) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on Properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being Properly Contested, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (g) encumbrances on Real Estate consisting of easements, servitudes, rights of way, zoning restrictions, restrictions on the use of Real Estate and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (other than Liens for Taxes or imposed under ERISAA) arising interferes materially with the use of the Property affected in the Ordinary Course of Business, but only if and (B) individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect; (h) Liens existing on the date hereof and listed on Schedule 10.2.2 hereto (other than Permitted Liens described in clauses (a), (b), (j), and (m) of this Section 10.2.2); (i) payment purchase money security interests in or purchase money mortgages or vendors’ hypothecs on Property acquired after the date hereof to secure purchase money Debt of the obligations secured thereby is not yet due type and amount permitted by Section 10.2.1(g), incurred in connection with the acquisition of such Property, which security interests, vendors’ hypothecs, mortgages, conditional sales agreements, installment sales agreements or is being Properly Contestedother like title retention agreements with respect to Property acquired cover only the Property so acquired, together with the accessories thereto and proceeds thereof; (i) the Rolex USA Liens, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Rolex Canada Liens and are required or provided by law; (f) any Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, Rolex Canada Ltd. to the extent constituting valid and Liens of a collecting bank on Payment Items perfected purchase money security interests in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedaccordance with Applicable Law; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that of a bank or financial institution with respect to funds deposited with such Liens are at all times subject to the terms institution, including in respect of the Intercreditor Agreementcontractual rights of set-off; (l) Liens representing the replacement, extension or renewal of any Liens permitted in favor clauses (a) through (k) above, provided that (A) any such replacement, extension or renewal Liens shall encumber the same Property (and no additional Property of customs the Loan Parties) as covered by the Liens that are so replaced, extended or renewed, and revenue authorities arising (B) the aggregate amount of Debt secured by such Property has not increased as a matter result of law which secure payment of customs duties or in connection with the importation of goodssuch replacement, but only to the extent such Liens secure amounts not yet dueextension or renewal; (m) existing Liens shown on Schedule 9.2.2 securing the Quebec Subordinated Debt permitted pursuant to Section 10.2.1(c), provided that such Liens shall, at all times be, subordinate and replacement Liens on the property subject to such Liens, but only junior in priority to the extent Liens securing the Obligations pursuant to the Quebec Subordination Agreements; (n) Reserved; (o) Liens created in connection with any goods or merchandise on consignment in which any Loan Party acts as “consignor”, provided that the amount Borrowers shall have delivered written notice to the Agents of debt secured therebythe applicable Loan Party’s intention to enter into such consignment arrangements at least ten (10) days prior to the entry thereof and shall have provided the Agents complete copies of the proposed consignment agreements (if any); (p) Reserved; (q) Liens securing any Additional Subordinated Debt permitted under Section 10.2.1(l), provided that such Liens shall, at all times, be subordinate and junior in priority to the property secured therebyLiens securing the Obligations pursuant to a Subordination Agreement in form, shall not be increasedscope and substance satisfactory to the Agents; and (nr) Liens in favor securing the Xxxxxxx Debt permitted under Section 10.2.1(m) and Liens securing the obligations of Borrower the Loan Parties under the Xxxxxxx Debt Documents in respect of its the consignment interests encumbering its Consigned Inventory (as defined arrangements described therein, provided that, in each case, such Liens shall, at all times, be subordinate and junior in priority to the Liens securing the Obligations to the extent provided in the Revolver Loan Agreement)Xxxxxxx Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, zoning and other restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor under any lease (including Capital Leases) permitted hereunder; (l) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered in the Ordinary Course of Business; (m) any zoning or similar law or right reserved to or vested in any government office or agency to control or regulate the use of any real property not materially detracting from the value of such real property; (n) licenses of patents, warehousemen's, landlord's, mechanics, materialmen's, repairmen's trademarks and other Intellectual Property rights granted by any Obligor or other like Liens arising any of its Subsidiaries in the Ordinary Course of Business that secure obligations that are and not overdue for a period interfering in any respect with the ordinary conduct of more than 30 days the business of such Obligor or are being Properly Contestedany Subsidiary; (ko) Liens securing incurred in the Debt that is permitted under Section 9.2.1(fOrdinary Course of Business on deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Debt); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lp) Liens in favor of customs and revenue authorities arising as a matter of law which and in the Ordinary Course of Business to secure payment of customs duties in connection with the importation of goods, but only ; (q) on assets of any Subsidiary which is not an Obligor to the extent such Liens secure amounts not yet due;Debt of such Subsidiary that is permitted under Section 10.2.1 hereof; and (mr) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligated Party or their its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligated Party or their its Subsidiaries, or any Property of Borrowers an Obligated Party or their its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, zoning and other restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Disclosure Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentCollateral Agent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,750,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, extended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, and (ii) at the time of acquisition of such fixed assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the lesser of the total purchase price or fair market value at the time of acquisition of such fixed assets; (k) other Liens that are created upon any of its Property (other than Collateral) after the Closing Date so long as the fair market value of such property subject to such Liens, but only to the extent that the amount of debt secured thereby, liens does not exceed $5,750,000 at any time outstanding; (l) Liens on deposits and the property secured thereby, shall not be increasedunearned insurance premiums securing Debt permitted under Section 9.2(j); and (nm) (i) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing the Debt owing under the 2009 Debentures, as long as such Liens are subject to the 2009 Debenture Intercreditor Agreement; (as defined in ii) Liens on Collateral securing the Debt owing under the Revolver Agreement, as long as such Debt is subject to the Intercreditor Agreement, (iii) Liens on Collateral securing the Second Lien Debt as long as such liens are subject to the Intercreditor Agreement and (iv) Liens on Collateral securing the Term B/C/D Loan AgreementDebt and, in each case, such Debt is permitted under Section 9.2.1(n) or Section 9.2.1(o).

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested;claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any "RECEIVABLES" as defined in clause (g) of the definition of the term "INDEBTEDNESS," with or without recourse; PROVIDED that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (li) Liens in favor of customs and revenue authorities arising as a matter the Borrower on all or part of law which secure payment the assets of customs duties in connection with Subsidiaries of the importation Borrower securing Indebtedness owing by Subsidiaries of goods, but only the Borrower to the extent such Liens secure amounts not yet dueBorrower; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (nii) Liens in favor of Borrower to secure taxes, assessments and other government charges in respect of its consignment interests encumbering its Consigned Inventory obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as defined execution is not levied thereunder or in respect of which the Revolver Loan Agreement).Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review;

Permitted Liens. CreateAs used herein, incur“Permitted Liens” means (a) liens for current real or personal property taxes not yet due and payable or which are being contested in good faith by Seller or its affiliates, assume or suffer to exist any Lien upon or in either case, with respect to any of its Propertywhich the Seller maintains adequate reserves, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt workers’, carriers’ and mechanics’ or other like liens incurred in the ordinary course of Seller’s business with respect to which payment is not due and that is permitted under Section 9.2.1(c); do not impair the conduct of Seller’s business or the present or proposed use of the affected property, (c) Liens for Taxes not yet due any deposits or being Properly Contested; pledges to secure the payment of worker’s compensation, unemployment insurance or other social security benefits or obligations, or public or statutory obligations of a like general nature incurred in the ordinary course of business, (d) any statutory Liens (liens for utility assessments or other than Liens for Taxes charges or imposed under ERISA) assessments, in each case, arising in the Ordinary Course ordinary course of Business, but only if (i) payment of the obligations secured thereby business with respect to a liability that is not yet due or delinquent or which is being Properly Contestedcontested in good faith by Seller or its affiliates, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens any liens securing bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety or appeal bonds, bid or performance bonds or other obligations of a like general nature incurred or deposits made in the Ordinary Course ordinary course of Business business, including the bond (the “Lease Bond”) and other liens or charges (the “Lease Liens”) incurred to secure performance by Seller under the performance of government tendersLease, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens any liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the Ordinary Course payment of Business that which adequate reserves, bonds or other security have been provided or are subject to Lien Waivers; fully covered by insurance, (g) Liens arising by virtue any security interest, lien or right in favor of a judgment any vendor of tangible personal property (including any tangible personal property financed with purchase money and any capital leases), (h) imperfections or judicial order against Borrowers irregularities of title and other liens that would not, individually or their Subsidiariesin the aggregate, or any Property materially detract from the value of Borrowers or their Subsidiariesthe assets to which they attach, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contestedzoning, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of recordplanning, and other similar charges or encumbrances on Real Estatelimitations and restrictions, that do not secure all rights of any monetary obligation and do not interfere with the Ordinary Course of Business; Governmental Entity (as defined below) to regulate a property, (i) normal and customary rights any lien set forth in any franchise or governing ordinance under which any portion of setoff upon deposits in favor of depository institutionsSeller’s business is conducted, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers'all rights of condemnation, warehousemen's, landlord's, mechanics, materialmen's, repairmen's eminent domain or other like Liens arising in the Ordinary Course similar rights of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; any person, (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject any lien to the terms of the Intercreditor Agreement; be released on or prior to, or as a result of, Closing, (l) Liens in favor any license agreement governing use of customs the Seller’s current accounting software (the “Accounting Software”), and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on any other lien which does not materially interfere with Seller’s use of the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Turbine Assets.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) non-consensual, possessory or statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) Liens on assets of Universal to secure Debt under the Overdraft Facility; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) other Liens securing existing on the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs date hereof and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Collateral Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers Parent or their any of its Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers Parent or their any of its Subsidiaries, or any Property of Borrowers Parent or their its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Collateral Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; (j) Liens on the Real Estate of Borrowers in favor of Bank of Arkansas securing the real estate term loan to ACM and TCM which is to be paid in full using the proceeds of Revolver Loans; provided, that all such liens shall be released and terminated within 60 Business Days after the Closing Date; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) non-consenual, possessory or statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) Liens on assets of Universal to secure Debt under the Overdraft Facility; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) other Liens securing existing on the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs date hereof and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,000,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (i) existing Liens shown on Schedule 10.2.2 and any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) carriers'Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, warehousemen'sextended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, landlord'sand (ii) at the time of acquisition of such fixed assets, mechanics, materialmen's, repairmen's the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or other like Liens arising in not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the Ordinary Course lesser of Business that secure obligations that are not overdue for a period the total purchase price or fair market value at the time of more than 30 days or are being Properly Contestedacquisition of such fixed assets; (k) other Liens securing that are created upon any of its Property (other than Collateral) after the Debt that is permitted under Section 9.2.1(f); provided that Closing Date, so long as the fair market value of such Property subject to such Liens are does not exceed $5,000,000 at all times subject to the terms of the Intercreditor Agreementany time outstanding; (l) Liens in favor of customs on deposits and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedunearned insurance premiums securing Debt permitted under Section 10.2.1(j); and (ni) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing the Debt owing under the 2009 Debentures, as long as such Liens are subject to the 2009 Debenture Intercreditor Agreement and such Debt is permitted under Section 10.2.1(n), (as defined in ii) Liens on Collateral securing the Revolver Debt owing under the Last-Out Term Loan Agreement, as long as such Liens are subject to the Last-Out Term Loan Intercreditor Agreement and (iii) Liens on Collateral securing the Second Lien Debt as long as such Liens are subject to the Second Lien Debt Intercreditor Agreement and such Debt is permitted under Section 10.2.1(n).

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectivelyAs used herein, "Permitted Liens"): " means any of the following: (a) Liens liens for taxes, assessments and governmental charges or levies (i) not yet in favor default or (ii) that are being contested in good faith and by appropriate proceedings diligently conducted, provided that in the case of Agent; liens under this clause (ii), reserves or other appropriate provisions shall have been established therefor in accordance with generally accepted accounting principles ("GAAP") and enforcement of any such liens shall have been effectively stayed or fully bonded pending the final determination of such proceeding, (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (liens imposed by law, such as materialmen's, mechanics' carriers', workmen's and repairmen's liens and other than Liens for Taxes or imposed under ERISA) similar liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the ordinary course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure business securing obligations that are not overdue for a period of more than 30 60 days or which, if overdue, are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); contested in good faith and by appropriate proceedings diligently conducted, provided that reserves or other appropriate provisions shall have been established therefor in accordance with GAAP and enforcement of any such Liens are at all times subject lien is effectively stayed or fully bonded pending the final determination of such proceeding, (c) pledges or deposits to secure obligations under workers' compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions or other restrictions, rights-of-way, minor encroachments, covenants or encumbrances on real property imposed by law or arising in the ordinary course of business that do not arise out of the incurrence of any indebtedness and that do not and could not reasonably be expected to materially detract from the value of the affected property or interfere materially with the ordinary conduct of business of the Company or materially impair the use thereof to the terms indebtedness; (e) judgments and other similar liens arising in connection with court proceedings in an amount not in excess of $50,000, provided the execution or other enforcement of such liens is effectively stayed or fully bonded pending the final determination of the Intercreditor Agreement; proceeding referred to below and the claims secured thereby are being contested in good faith and by appropriate proceedings; and (lf) Liens liens (other than liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended) incurred or deposits made in favor the ordinary course of customs business in connection with workers' compensation, unemployment insurance and revenue authorities arising as a matter other types of law which social security, or to secure payment the performance of customs duties tender, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive in any case of obligations incurred in connection with the importation borrowing of goods, but only to money or the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount obtaining of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreementadvances or credit).

Permitted Liens. CreateNone of the Borrowers will, incurnor will permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Propertyproperty or assets of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any receivables with or without recourse; provided that any of the Borrowers or any of their Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens to secure claims for labor, material or supplies in respect of obligations not overdue; (ii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iii) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which such Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (iv) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in existence less than 180 days from the date of creation thereof in respect of obligations not overdue; (v) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of such Borrower or its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vi) Liens securing Indebtedness permitted under §9.1(g); (vii) Liens on assets that are the subject of Sale Leaseback Transactions permitted under §9.1(n); (viii) Other Liens in existence on the Closing Date and listed in Schedule 9.2; (ix) Liens securing acquired indebtedness under §9.1(j), provided that such Liens secured such Indebtedness prior to the related acquisitions and are not spread to cover any additional assets or Indebtedness, and are not in violation of the final sentence of §9.1; and (x) Other Liens in an aggregate principal amount not to exceed $25,000,000 at any time outstanding. Each of the Borrowers covenants and agrees that if any of its Subsidiaries shall create or assume any Lien upon any of its respective properties or assets, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "than Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (unless prior written consent shall have been obtained from the Lenders), such Borrower will make or cause to be made effective provision whereby the Obligations will be secured by such Lien equally and ratably with any and all other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations Indebtedness thereby secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as so long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising other Indebtedness shall be so secured. The covenants of each of the Borrowers contained herein shall only be in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as effect for so long as such Liens are (i) in existence Borrower shall be similarly obligated under any other Indebtedness. An Event of Default shall occur for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or so long as such other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure Indebtedness becomes secured notwithstanding any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms actions taken by any of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which Borrowers to ratably secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Obligations hereunder.

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing income or profits therefrom; (b) transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors (other than in respect of de minimus amounts); or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (ii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue or that are being diligently contested in good faith and in respect of which appropriate reserves have been set aside; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations or other obligations incurred in the ordinary course of business or consistent with past practices or security or good faith deposits made in connection with a Permitted Acquisition which are not overdue; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary (as the case may be) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, the Indebtedness with respect to which is permitted by §10.1(d); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than one hundred twenty (120) days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate has a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 10.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property, other than Mortgaged Properties acquired after the date hereof, to secure Capitalized Leases or purchase money Indebtedness, in each case of the type and amount permitted by §10.1(f), which security interests or mortgages cover only the real or personal property so acquired or leased; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; and (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Uniform Commercial Code Loan Documents and any Interest Rate Agreements with a Lender; (xi) Liens on leasehold interests created by the Borrower or any Requirement of Law its Subsidiaries, as lessee, in favor of any jurisdiction, mortgagee of the leased premises to the extent not prohibited by the terms of the lease; (xii) Liens securing Indebtedness permitted by §10.1(f)(ii) which security interests or mortgages cover only the real or personal property so acquired; (xiii) Liens constituting leasehold or license interests held by a financing statement (lessee or licensee in respect of leases or licenses made by the equivalent thereof) that names it Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder lessor or licensor with respect to file intellectual property, space or broadcast towers or sub-channel or broadcast spectrum or similar leases or licenses in each case entered into by the Borrower or such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising Subsidiary in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the ordinary course of collectionits business consistent with past practices; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kxiv) Liens securing constituting options of Persons other than the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject Borrower or any Subsidiary to the terms purchase Capital Stock of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any non-wholly owned Subsidiary.

Permitted Liens. Create, incur, assume None of the Credit Parties nor any of its Subsidiaries will create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, their respective property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing income or profits therefrom other than: (i) Liens of landlords, carriers, warehousemen, mechanics and materialmen and other like Liens created in the ordinary course of business, for amounts not yet due or which are being contested in good faith by appropriate proceedings and as to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (ii) pledges or deposits made in connection with worker’s compensation, employee benefit plans, unemployment or other insurance, old age pensions, or other Social Security benefits, and good faith deposits in connection with tenders, contracts, bids, statutory obligations or leases to which it is a party or deposits to secure, or in lieu of, surety, penalty or appeal bonds, performance bonds, letters of credit and other similar obligations or arising as a result of progress payments under government contracts or contracts with public utilities, in each case, in the ordinary course of business; (iii) such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist with respect to similar properties which do not materially interfere with the present or proposed use of the applicable real property; (iv) Liens in favor of the Administrative Agent and the other Secured Parties securing the Obligations, including Liens on cash collateral; (v) Liens that secure the Prepetition Facilities; (vi) Liens in favor of the issuer of the Prepetition Existing Letters of Credit on the cash constituting cash collateral (and the deposit account holding such cash) in respect of the Prepetition Existing Letters of Credit pursuant to the XxxXxx Agreement; provided that the amount of such cash collateral shall not exceed the lesser of (x) the amount thereof contemplated by the XxxXxx Agreement on August 17, 2015 and (y) 105% of the face amount of the Prepetition Existing Letters of Credit at such time; (vii) Liens in existence on the Petition Date and listed on Schedule 7.03; provided that (A) the Lien does not extend to any additional property (other than accessions to equipment and proceeds thereof) and (B) to the extent such amount secured constitutes Indebtedness, such Indebtedness is permitted by Section 7.02(c); (viii) Liens created after the Closing Date by conditional sale or other title retention agreements (including Capitalized Leases) or in connection with purchase money Indebtedness, in each case, with respect to equipment and fixed assets acquired by any Credit Party or any Subsidiary of a Credit Party, involving the incurrence of an aggregate amount of purchase money Indebtedness and obligations with respect to conditional sale or title retention agreements of not more than $100,000 outstanding at any one time for all such Liens (provided that such Liens attach only to the assets subject to such purchase money debt and such Indebtedness is incurred within one hundred twenty (120) days following such purchase and does not exceed 100% of the purchase price of the subject assets); (ix) judgment Liens for the payment of money not constituting an Event of Default so long as the enforcement of such Lien has been effectively stayed and so long as such Lien is junior to the Lien in favor of the Administrative Agent granted under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (DIP Order or the equivalent thereofSecurity Documents; (x) that names it Liens in favor of a banking institution encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry to secure usual and customary fees, returned items and other like exposure with respect to such account relating to deposit or securities accounts maintained by Holdings or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file with such financing statement banking institution; (or the equivalent thereofxi) other than, as to all Liens arising by operation of law under Article 2 of the above, the following (collectively, "Permitted Liens"): (a) Liens UCC in favor of Agenta reclaiming seller of goods or buyer of goods; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (cxii) Liens for Taxes not yet due and payable or which are being Properly Contestedcontested in good faith by appropriate proceedings, provided that the applicable Credit Party or Subsidiary shall have set aside on its books adequate reserves in accordance with GAAP with respect thereto; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lxiii) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mxiv) existing Liens shown on Schedule 9.2.2 and replacement Liens on unearned insurance premiums securing the property payment of financed insurance premiums so long as such financed amounts are promptly paid; provided that such Liens extend only to such insurance premiums or loss payment or similar payment from any insurance provider in an amount not in excess of any unpaid financed premiums; (xv) Liens on assets of a Subsidiary that is not a Credit Party in favor of a Credit Party or Subsidiary thereof, provided that, if such Liens relate to obligations under the Intercompany Note, such Liens are assigned to the Administrative Agent (or, in the Administrative Agent’s discretion, subject to such Liens, but only a Subordination Agreement) pursuant to documentation and agreements in form and substance reasonably satisfactory to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedAdministrative Agent; and (nxvi) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (the Prepetition Indebtedness Holders as defined in adequate protection granted pursuant to the Revolver Loan Agreement)DIP Order.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)and Refinancing Debt in respect thereof; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA, or with respect to any Plan, Pension Plan or Multiemployer Plan, the Code) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation (other than a Mortgage) and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens in favor the Third Lien Creditors in respect the Third Lien Obligations (and Refinancing Debt in respect thereof) to the extent permitted under, warehousemen'sand subject in all respects to, landlord'sthe Third Lien Subordination Agreement (or a replacement or successor subordination agreement substantially in the form of the Third Lien Subordination Agreement or in such other form acceptable to the Agent); (k) existing Liens shown on Schedule 10.2.2., mechanicsprovided that any such Lien shall only secure the Indebtedness that it secures on the Restatement Effective Date and any Refinancing Debt in respect thereof; (l) leases, materialmen'slicenses, repairmen's subleases or other like Liens arising sublicenses granted to others in the Ordinary Course of Business that secure obligations that are do not overdue for a period interfere in any material respect with the business of more than 30 days the Parent or are being Properly Contestedthe Restricted Subsidiaries; (km) Liens securing arising from UCC financing statements filed regarding (i) operating leases entered into by a Borrower or Subsidiary in the Debt that is permitted under Section 9.2.1(f); provided that Ordinary Course of Business and (ii) goods consigned or entrusted to or bailed to a Person in connection with the processing, reprocessing, recycling or tolling of such Liens are at all times subject to the terms of the Intercreditor Agreementgoods; (ln) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mo) existing Liens shown solely on Schedule 9.2.2 any xxxx xxxxxxx money deposits made by any Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted under this Agreement; (p) any other Liens which do not attach to Accounts, Inventory or Intellectual Property and replacement Liens on do not in the property subject aggregate secure obligations in aggregate principal amount in not to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedexceed $250,000; and (nq) Liens in favor of Borrower ABL Revolver Agent to secure the ABL Revolver Obligations (or Refinancing Debt in respect of its consignment interests encumbering its Consigned Inventory thereof), subject to the Intercreditor Agreement (as defined or a replacement or successor intercreditor agreement substantially in the Revolver Loan Agreementform of the Intercreditor Agreement or in such other form acceptable to the Agent).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly ContestedContested (without regard to clause (e) of the definition of Properly Contested so long as no efforts to enforce such Liens have been commenced); (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesany Obligor; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractscontracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property that do not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property; (j) leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents, including any interest of a xxxxxx; (l) normal and customary rights of setoff upon deposits in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; andprovided that in no case shall such Liens secure (either directly or indirectly) the repayment of any Debt (other than on account of such overdrafts, netting or cash management); (jm) Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, securing Debt permitted by Section 10.2.1(f) or Section 10.2.1(t); (n) contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under ERISA) such as carriers'’, warehousemen's, landlord's, mechanics’s, materialmen's’s, landlords’, workmen’s, suppliers’, repairmen's or ’s and mechanics’ Liens and other like similar Liens arising in the Ordinary Course of Business that secure Business, but only if (i) payment of the obligations that are secured thereby is not overdue for a period of more than 30 days yet delinquent or are is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Obligor; (ko) Liens on unearned premiums under insurance policies in connection with the financing of insurance premiums; (p) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business in accordance with the past practices of such Person; (q) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary in existence at the time such Restricted Subsidiary or property is acquired pursuant to a Permitted Acquisition; provided that (x) any Debt that is secured by such Liens is permitted hereunder and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any other property or assets of the Obligors or any Restricted Subsidiaries other than the property and assets subject to such Liens at the time of such Permitted Acquisition, together with any extensions, renewals and replacements of the foregoing, so long as the Debt secured by such Liens is permitted hereunder and such extension, renewal or replacement does not encumber any additional assets or properties of the Obligors; (r) security given to a public or private utility or any Governmental Authority as required in the Ordinary Course of Business; (s) the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments; (t) Liens with respect to obligations that do not in the aggregate exceed $1,000,000 at any time outstanding; (u) the replacement, extension or renewal of any Permitted Lien; provided, that such Lien shall at no time be extended to cover any assets or property other than such assets or property subject thereto on the date such Lien was incurred; (v) Liens securing the Debt that is permitted under Section 9.2.1(f10.2.1(i); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; and (w) existing Liens shown on Schedule 10.2.2. (x) any interest or title of a lessor under any lease entered into by any Obligor in the Ordinary Course of Business and covering only the assets so leased; (ly) Liens arising out of any Permitted Sale-Leaseback; (z) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet dueOrdinary Course of Business; (maa) existing Liens shown on Schedule 9.2.2 encumbering Equity Interests issued by a joint venture that is not a Restricted Subsidiary and replacement Liens arising under rights of first offer, rights of first refusal, tag-along rights, drag-along rights, and other customary restrictions on the property subject transfer of such Equity Interests contained in organizational documents governing the terms of such joint venture to which an Obligor is a party or by which such LiensPerson is bound; (bb) Liens securing obligations in an aggregate principal amount not to exceed $5,000,000; provided, but only that, in the event such Liens are granted in Collateral such Liens are junior in priority to the extent that Liens granted to the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Agent.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory Liens (other than including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and landlord’s Liens but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than 30 days or is being Properly Contested; provided, however, that a reserve or other appropriate provisions shall have been made therefor, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases (whether operating leases or Capital Leases), trade contracts (except those relating to Borrowed Money), statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, surety, customs, stay and appeal bonds, performance and return of money bonds, and other similar obligations, or arising as a result of progress payments under government contracts, as long as as, in the case of any such Liens that are on any asset or property that constitutes Collateral, such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary other than an attachment or judgment Lien constituting an Event of Default under Section 11.1(h), as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) in the case of any such Liens that are on any asset or property that constitutes Collateral, at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's leases or other like Liens arising subleases of Real Estate granted to third parties in the Ordinary Course of Business that secure obligations that are and not overdue for a period interfering in any material respect with the ordinary conduct of more than 30 days business by any Borrower or are being Properly ContestedSubsidiary; (k) Liens securing the Debt that is any interest or title of a lessor or sublessor under any operating lease or Capital Lease permitted under by Section 9.2.1(f10.2.1(n) and Section 10.2.1(o); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goodsgoods in the Ordinary Course of Business; (m) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate; (n) licenses of patents, but only trademarks and other intellectual property rights granted by any Borrower or Subsidiary in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business by any Borrower or Subsidiary; (o) Liens created under the Sale and Leaseback Transactions permitted under Section 10.2.20, provided that any such Liens do not at any time encumber any Property other than the Property which is the subject of such Sale and Leaseback Transaction; (p) the Investments permitted under clause (f) of the definition of the term “Restricted Investments”, to the extent such Liens secure amounts not yet dueInvestments constitute Liens; (mq) (q) Liens created on the Toro Purchased Accounts pursuant to the Toro AR Purchase Agreement; and (r) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, Such Borrower and the non-U.S. Subsidiaries thereof will not (a) create or incur, assume or suffer to exist be created or incurred or to exist, any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; (b) transfer any of such property or assets or the Uniform Commercial Code income or any Requirement profits therefrom for the purpose of Law subjecting the same to the payment of Indebtedness or performance of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any other obligation in priority to payment of its Subsidiaries as debtorgeneral creditors; sign (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement authorizing agreement, device or arrangement; (d) suffer to exist for a period of more than forty-five (45) days after the same shall have been incurred any secured party thereunder Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” with or without recourse; provided that such Borrower may create or incur or suffer to file such financing statement (be created or the equivalent thereof) other than, as incurred or to all of the above, the following (collectively, "Permitted Liens"):exist: (ai) Liens in favor of Agentthe Borrowers on all or part of the assets of Subsidiaries of the Borrowers securing Indebtedness owing by Subsidiaries of the Borrowers to the Borrowers; or Liens in favor of any Subsidiary of the Borrowers on all or part of the assets of such Borrower securing Indebtedness owing by the Borrowers to Subsidiaries thereof; (bii) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (taxes, assessments and other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) government charges payment of the obligations secured thereby which is not yet due or is being Properly Contestedcontested in compliance with Section 8.7; or Liens on properties to secure claims for labor, and (ii) such Liens do material or supplies in respect of obligations that are not materially impair the value overdue or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesare being contested in compliance with Section 8.7; (eiii) Liens incurred deposits or deposits pledges made by such Borrower or such Subsidiary in the Ordinary Course of Business connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security legislation, or to secure the performance of government performance bonds, tenders, bids, contractsleases, trade contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawobligations in each case in the ordinary course of business; (fiv) judgment Liens arising on properties of such Borrower or such Subsidiary in the Ordinary Course respect of Business judgments that are subject to Lien Waiversdo not constitute an Event of Default under clause (i) of Section 13.1; (gv) Liens arising by virtue in respect of a judgment any property of such Borrower or judicial order against Borrowers or their Subsidiariessuch Subsidiary of carriers, or any Property of Borrowers or their Subsidiarieswarehousemen, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, mechanics and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of recordmaterialmen, and other similar charges or encumbrances on Real Estatelike Liens, that do not secure any monetary obligation and do not interfere with in existence less than 120 days from the Ordinary Course date of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure creation thereof securing obligations that are not overdue for a period of more than 30 days or are being Properly Contestedcontested in compliance with Section 8.7; (kvi) easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens, other minor Liens and similar encumbrances on Real Estate of such Borrower or such Subsidiary, provided that none of such Liens (A) interferes materially with the use of the affected property in the ordinary conduct of the business of such Borrower or such Subsidiary, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens on any property or asset of such Borrower or any Subsidiary thereof existing on the date hereof and listed on Schedule 7.13 hereto, so long as such Liens secure only those obligations which they secure on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by Section 9.1(h), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) any Lien existing on any property or asset prior to the acquisition thereof by such Borrower or any Subsidiary thereof or existing on any property or asset of any Person that becomes a Subsidiary of such Borrower after the date hereof prior to the time such Person becomes a Subsidiary of such Borrower; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary and (ii) 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 applicable, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; (x) Liens securing the Debt that is Indebtedness permitted under clause (d) or (i) of Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement9.1; (lxi) Liens in favor of customs the Administrative Agent for the benefit of the Lenders and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to Administrative Agent created under the extent such Liens secure amounts not yet dueLoan Documents; (mxii) existing Liens shown on Schedule 9.2.2 and replacement Liens with respect to Lionbridge BV, any Lien created pursuant to the general conditions of a bank operating in the Netherlands based on the property subject to such Liens, but only to general conditions drawn up by the extent that the amount of debt secured thereby, Netherlands Bankers’ Association (Nederlandse Vereniging xxx Xxxxxx) and the property secured thereby, shall not be increasedConsumers Union (Consumentenbond); and (nxiii) Liens in favor licenses of intellectual property granted by such Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined or any Subsidiary thereof in the Revolver Loan Agreement)ordinary course of business.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentCollateral Agent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA but including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations (including in connection with workers’ compensation, unemployment insurance and other social security legislation (other than Liens for Taxes or imposed under ERISA)) and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Collateral Agent's Liens and are required or provided by law’s Liens; (f) Liens arising securing judgments for the payment of money in an aggregate amount not in excess of $5,000,000 (except to the Ordinary Course extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of Business that are subject to Lien Waiversmore than 10 consecutive days during which execution is not effectively stayed; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement any renewals or extensions thereof, provided that the Property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby does not increase the maximum outstanding principal amount of such obligations; (j) Liens on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, extended or renewed in contemplation of such Acquisition; provided that (i) the Lien shall attach solely to the property acquired, and (ii) at the time of acquisition of such fixed assets, the aggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the lesser of the total purchase price or fair market value at the time of acquisition of such fixed assets; (k) other Liens that are created upon any of its Property (other than Collateral) after the Closing Date, so long as the fair market value of such Property subject to such LiensLiens does not exceed $5,000,000 at any time outstanding (l) Liens on deposits and unearned insurance premiums securing Debt permitted under Section 9.2.1(i); (m) (i) Liens on Collateral securing the Debt owing under the 2009 Debentures, but only as long as such Liens are subject to the extent that 2009 Debenture Intercreditor Agreement and such Debt is permitted under Section 9.2.1(m)(i); (ii) Liens on Collateral securing the amount of debt secured therebyRevolver Debt, as long as such Debt is permitted under Section 9.2.1(m)(ii), and such Liens are subject to the property secured therebyIntercreditor Agreement; (iii) Liens on Collateral securing the Sun Debt, shall not be increasedas long as such Debt is permitted under Section 9.2.1(m)(iii), and such Liens are subject to the Sun Intercreditor Agreement; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory on Collateral securing Bank Product Debt (as defined in the Revolver Loan Agreement), as long as such Debt is permitted under Section 9.2.1(n), and such Liens are subject to the Intercreditor Agreement.

Permitted Liens. Create, incur, assume Create or suffer permit to exist any Lien upon on any property, revenues or with respect to other assets, present or future, of any Obligor or any of its PropertySubsidiaries, whether now owned except for the following (collectively, “Permitted Liens”): (i) the IFC Security; (ii) Liens in existence on the date hereof which are listed, and the property subject thereto described, in Annex G; provided that (A) such Liens shall not apply to any other property or hereafter acquired, file or authorize asset of the filing under the Uniform Commercial Code Borrower or any Requirement Subsidiary and (B) such Liens 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; (iii) any Lien arising from any tax, assessment or other governmental charge or other Lien arising by operation of Law law, in each case if the obligation underlying any such Lien is not yet due or, if due, is being contested in good faith by appropriate proceedings so long as: (A) those proceedings do not involve any substantial danger of the sale, forfeiture or loss of any jurisdictionmaterial asset(s), a financing statement (title thereto or any interest therein, nor interfere in any material respect with the use or disposition thereof or the equivalent thereofimplementation of the Transactions or the carrying on of the business or Operations of each Obligor and its Subsidiaries; and (B) the applicable Obligor has set aside adequate reserves sufficient to promptly pay in full any amounts that names it such Obligor may be ordered to pay on final determination of any such proceedings; (iv) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 6.02(o); (v) Liens over export agreements and/or accounts receivables generated by sales or exports of products or entered into by any Obligor or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such in the ordinary course of business, securing pre-export financing statement (facilities provided by lenders or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agenttrusts; (bvi) Liens securing on fixed or capital assets acquired, constructed or improved by any Obligor or any Subsidiary; provided that (A) such security interests secure Financial Debt that permitted by Section 5.02(b), (B) such security interests and the Financial Debt secured thereby are incurred prior to or within 30 days after such acquisition or the completion of such construction or improvement, (C) the Financial Debt secured thereby does not exceed the cost or fair market value, whichever is permitted under Section 9.2.1(c)lower, of the fixed or capital assets being acquired, constructed or improved and (D) such security interests shall not apply to any other property or assets of any Obligor or any Subsidiary; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (hvii) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, that do and minor title deficiencies, in each case not secure any monetary obligation securing Financial Debt and do not interfere materially interfering with the Ordinary Course conduct of Business; (i) normal the business and customary rights Operations of setoff upon deposits in favor any applicable Obligor or any of depository institutions, and Liens of a collecting bank on Payment Items in the course of collectionits Subsidiaries; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kviii) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are obligations at all times subject to the terms no time exceeding 20% of the Intercreditor AgreementConsolidated fixed assets of the Original Obligors and their Subsidiaries in aggregate principal amount; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens including claims or Liens of materialmen, mechanics, carriers, warehousemen, processors, supplies, landlords and other similar Liens for labor, materials, supplies or rentals, and other similar amounts (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than thirty (30) days, or is if more than thirty (30) days overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested, and (ii) such Liens do not materially impair individually or in the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesaggregate have a Material Adverse Effect; (ei) Liens incurred or deposits made in the Ordinary Course of Business in connection with or to secure the performance of bids, trade and commercial contracts and leases and the payment of rent (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, government tenders, bids, contracts, statutory obligations and other similar obligationsobligations incurred in the Ordinary Course of Business (including workers’ compensation, unemployment insurance and other types of social security or similar legislation) and (ii) deposits or pledges in respect of letters of credit, bank guarantees, or similar instruments that have been posted in the Ordinary Course of Business of any Obligor or any Subsidiary, in each case, so long as (A) any Liens on an Obligor’s property that secure surety bonds attach only to the contracts in respect of which such surety bonds are posted and, as long as to any other properties, such Liens are at all times junior to Agent's the Liens in favor of the Collateral Agent on the same properties that constitute Collateral under the Security Documents, and are required (B) no foreclosure, sale or provided by lawsimilar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens’s Liens (if any) in such Property; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2 and the replacement, landlord'srenewal or extension thereof (including Liens incurred, mechanicsassumed or suffered to exist in connection with any Permitted Refinancing, materialmen'srefunding, repairmen's renewal or extension of Debt pursuant to Section 10.2.1(h) (solely to the extent that such Liens were in existence on the Closing Date); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (l) Liens securing Debt under the Term Loan Facility and Refinancing Debt in respect thereof, so long as the holders of such Debt remain subject to the Intercreditor Agreement; (m) Liens on Property (other than ABL Priority Collateral) arising out of conditional sale, title retention, consignment or other like Liens arising similar arrangements for the sale of goods entered into by any Obligor or any of its Subsidiaries in the Ordinary Course of Business that secure to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (n) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the Ordinary Course of Business of the Borrowers and their Subsidiaries; (o) (i) contractual Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; and (ii) contractual Liens of suppliers (including sellers of goods) or customers, in each case in the foregoing clauses (i) and (ii), granted in the Ordinary Course of Business to the extent limited to the property or assets relating to such contract and only to the extent payment of the obligations that are secured thereby is not yet due or is overdue for a period of more than 30 sixty (60) days, or if more than thirty (30) days or overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested; (kp) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement entered into by any Borrower or any Subsidiary in the Ordinary Course of Business and do not interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; (q) any non-exclusive license, non-exclusive sublicense, lease, or sublease granted by the Obligor or any Subsidiary to third parties in the ordinary course of its business and in accordance with any applicable terms of the Security Documents which do not: (i) interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; or (ii) secure any Debt; (r) to the extent constituting Liens, any option or other agreement to purchase any asset of any Borrower or any of its Subsidiaries, the disposition of which is expressly permitted under this Agreement; (s) reasonable customary initial deposits and margin deposits to the extent required by Applicable Law, which secure Debt under Bank Products; (t) Liens in the nature of customary setoff rights in favor of any counterparty to any Swaps expressly permitted under this Agreement; (u) Liens on the unearned portion of insurance premiums granted in the ordinary course of business securing the Debt that financing of such premiums, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof, and solely to the extent the financing is permitted under Section 9.2.1(f10.2.1(p); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lv) Liens arising in the ordinary course of business in favor of customs brokers, custom and revenue authorities arising as a matter forwarding agents and similar Persons in respect of law which secure payment imported goods and merchandise in the custody of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet duePersons; (mw) existing Liens shown on Schedule 9.2.2 or rights of setoff against credit balances of the Borrowers with credit card issuers or credit card processors to secure obligations to any such credit card issuer or credit card processor incurred in the Ordinary Course of Business as a result of fees and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedchargebacks; and (nx) other Liens in favor (on assets other than ABL Priority Collateral and Equity Interests) and as to which the aggregate amount of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)obligations secured thereby does not exceed $500,000.

Permitted Liens. CreateBorrower shall not create, incur, assume or suffer to exist any Lien upon upon, in or with respect to against, or pledge of, any of the Collateral or any of its Propertyproperties or assets or any of its shares, securities or other equity or ownership or partnership interests, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted LiensPERMITTED LIENS"): ): (a) Liens under the Loan Documents or otherwise arising in favor of Agent; , for the benefit of itself and Lenders, (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens imposed by law for Taxes taxes, assessments or charges of any Governmental Authority for claims not yet due or which are being Properly Contested; contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP, (dc) (i) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Businesslandlords, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contestedcarriers, warehousemen, mechanics, materialmen, and (ii) such other Liens do not materially impair the value imposed by law or use of the Property or materially impair that arise by operation of law in the business ordinary course of Borrowers business, in each case only for amounts not yet due or their Subsidiaries; which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP to the satisfaction of Agent in its Permitted Discretion, (ed) Liens incurred or deposits made in the Ordinary Course ordinary course of Business business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure the performance of government tenders, bids, contractsleases, contracts (other than for the repayment of Indebtedness), statutory obligations and other similar obligations, as long as (e) purchase money Liens (i) securing Indebtedness permitted under Section 7.2(c), or (ii) in connection with the purchase by such Liens are at all times junior to Agent's Liens Person of equipment in the normal course of business; provided, that such secured Indebtedness shall not exceed any limits on Indebtedness provided for herein and are required or provided by law; shall otherwise be Permitted Indebtedness hereunder, (f) Liens arising necessary and desirable for the operation of such Person's business; provided, that Agent has consented to such Liens in writing before their creation and existence and the Ordinary Course priority of Business that such Liens and the debt secured thereby are both subject and subordinate in all respects to Lien Waivers; the Liens securing the Collateral and to the Obligations and all of the rights and remedies of Agent and each Lender, all in form and substance satisfactory to Agent in its Permitted Discretion, (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiariesdisclosed on Schedule 7.3, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, reservations, exceptions, rights-of-way, restrictionscovenants, covenants or other agreements of recordconditions, restrictions and other similar charges or encumbrances on Real Estateincurred in the ordinary course of business that, in the aggregate, are not substantial in amount and that do not secure in any monetary obligation and do not case materially detract from the value of the property subject thereto or interfere with the Ordinary Course ordinary conduct of Business; business by the Borrower, (i) normal liens in respect of any writ of execution, attachment, garnishment, judgment or award in an amount less than $100,000, if (x) the time for appeal or petition for rehearing has not expired, an appeal or appropriate proceeding for review is being prosecuted in good faith and customary rights a stay of setoff upon deposits execution pending such appeal or proceeding for review has been secured, or (y) the underlying claim is fully covered by insurance, the insurer has acknowledged in favor of depository institutionswriting its responsibility to pay such claim and no action has been taken to enforce such execution, and Liens of a collecting bank on Payment Items in the course of collection; and attachment, garnishment, judgment or award, (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course liens of Business that secure obligations that lessors (except liens on Accounts are not overdue for a period of more than 30 days permitted under any circumstances) under or are being Properly Contested; in connection with operating leases, and (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject liens on cash collateral accounts established to the terms secure Borrower's reimbursement obligations with respect to letters of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)credit.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Credit Party or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business in connection with workers compensation, unemployment or other insurance obligations, or to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens of landlords, carriers, warehousemen, mechanics, repairmen, workmen and materialmen and other similar Liens arising in the Ordinary Course of Business for (i) amounts not yet overdue and (ii) amounts that are overdue and that are being Properly Contested; (g) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue of a judgment or judicial order against Borrowers any Credit Party or their SubsidiariesSubsidiary (including with respect to any appeal bonds), or any Property of Borrowers a Credit Party or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hi) easements, rights-of-way, restrictionsrestrictions (including municipal and zoning ordinances, building and other land use laws and regulations imposed by any governmental authority which are not violated in any material respect by existing improvements, structures, facilities or buildings or the present use of any real property), covenants or other agreements of record, conditions, licenses, encroachments, protrusions and other similar charges or encumbrances on Real EstateEstate and other minor defects or irregularity in title, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (ij) normal and customary Liens and rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'existing Liens shown on Schedule 10.2.2; (l) Liens on securities which are subject to repurchase agreements as contemplated in the definition of “Cash Equivalents”; (m) Liens on xxxxxxx money deposits of cash or cash equivalents made by or received by the Credit Parties in connection with any Permitted Acquisition or Permitted Asset Disposition; (n) Liens securing Permitted Refinancings of Debt, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like to the extent such Liens arising are permitted hereunder with respect to the Debt subject to such Permitted Refinancing; (o) 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 that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedBusiness; (kp) any interest or title of a lessor, sublessor, licensor or licensee (and any underlying lessor, sublessor, licensor or licensee) under any lease, license or similar agreement entered into by any Credit Party in the Ordinary Course of Business, including any sale leaseback transaction permitted hereunder; (q) Liens securing on property of a Person existing at the Debt that time such Person becomes a Subsidiary or at the time is permitted under Section 9.2.1(f)merged into or consolidated with any Borrower or any Subsidiary Guarantor in a Permitted Acquisition; provided that such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to (i) Accounts or Inventory or (ii) any other assets other than those of the Person merged into or consolidated with such Borrower or such Subsidiary Guarantor or acquired by such Borrower or such Subsidiary Guarantor and such Liens would be permitted Liens under the other provisions hereof; (r) Liens on property other than Accounts or Inventory of any Credit Party securing any of their Debt or their other liabilities provided that the aggregate amount of all such Debt and other liabilities not exceed $1,000,000 at any time; (s) Liens on assets of Permitted Joint Venture Subsidiaries in favor of Borrowers or Guarantors, which at all times are subject to the Company Subordination Agreement and liens on assets of a Borrower or Guarantor securing obligations owing by such Borrower or Guarantor to any other Borrower or Guarantor which are at all times subject to a deep subordination agreement acceptable to the terms of the Intercreditor AgreementAgent in its sole discretion; (lt) Liens rights of debit or withdrawal against the Recourse Account in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties the card issuer under an Approved Private Label Credit Card Program; and (u) Liens on proceeds or refunds due under insurance policies in connection with the importation financing of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)premiums due thereunder.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c)secured the Second Lien Obligations to the extent the same are subordinated to the Liens in favor of Agent; (c) Purchase Money Liens securing Permitted Purchase Money Debt; (d) Liens for Taxes not yet due and payable or being Properly Contested; (de) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due and payable or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (ef) Liens incurred or deposits of cash made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, Hedging Agreements, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (fg) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue in respect of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property judgments that would not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault hereunder; (hi) easements, rights-of-way, restrictions (including zoning restrictions), covenants or conditions, building code laws, covenants, other agreements of record, encroachments, protrusions and other similar encumbrances and other minor title defects affecting Real Estate, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere in any material respect with the Ordinary Course of BusinessBusiness or impair Agent’s Lien on Real Estate in any material respect, taken as a whole, and any exceptions on the final mortgagee title insurance policy issued in connection with any Mortgage; and such other minor defects of title or survey matters that are disclosed by current surveys that do not materially interfere with the current use of the Real Estate and do not otherwise impair Agent’s Lien on Real Estate in any material respect; (ij) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'pledges or deposits of cash in the Ordinary Course of Business in connection with workers’ compensation, warehousemen'sunemployment insurance and other social security legislation, landlord's, mechanics, materialmen's, repairmen's or other like than any Lien imposed by ERISA; (l) Liens securing Debt permitted under Section 10.2.1(e); (m) Liens arising in the Ordinary Course of Business that secure obligations that in favor of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising under Applicable Law in the Ordinary Course of Business which are not overdue for a period of more than 30 60 days or which are being Properly Contested; (kn) Liens securing incurred in favor of insurance companies (or their financing affiliates) in connection with the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to financing of insurance premiums in the terms Ordinary Course of the Intercreditor AgreementBusiness; (lo) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor or sublessor under any lease permitted hereunder; (p) Liens solely on any xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted hereunder; (q) 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 or to the extent permitted under the Loan Documents; (r) any zoning restrictions or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate not materially detracting from the value of such Real Estate; (s) licenses of patents, trademarks and other intellectual property rights granted by Borrowers or any of their Subsidiaries in the Ordinary Course of Business and not interfering in any respect with the ordinary conduct of the business of Borrowers or such Subsidiary; (t) Liens incurred in the Ordinary Course of Business on deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of Borrowed Money); (u) Liens in favor of customs and revenue authorities arising as a matter of law which and in the Ordinary Course of Business to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mv) Liens in favor of any grower securing payment obligations to such grower which are not past due for a period of more than 60 days, subject to establishment by Agent of an appropriate Grower Reserve; (w) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement Liens securing Refinancing Debt; provided, that, any Liens relating to such Refinancing Debt shall only attach to the Property which was subject to the Liens so refinanced; (x) Possessory Liens in favor of brokers and dealers arising in connection with the acquisition of disposition of Investments that are not Restricted Investments; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the Ordinary Course of Business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing; (y) Liens on property in existence at the time such property subject is acquired pursuant to a Permitted Acquisition or on such Liens, but only property of a Subsidiary of an Obligor in existence at the time such Subsidiary is acquired pursuant to the extent a Permitted Acquisition; provided that the amount such Liens are not incurred in connection with or in anticipation of debt secured thereby, such Permitted Acquisition and the property secured thereby, shall do not be increasedattach to any other assets of any Loan Party or any Subsidiary; and (nz) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined licenses, sublicenses, leases or subleases granted to third parties in the Revolver Loan Agreement)Ordinary Course of Business or not materially interfering with the business of the Borrowers or any Subsidiary.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiariesany Borrower, or any Property of Borrowers or their Subsidiariesa Borrower, as long as such Liens are (i) (x) in existence for less than 20 45 consecutive days or being Properly Contested, Contested and (iiy) at all times junior to Agent's ’s Liens; (ii) not Liens which attach to the Collateral or (iii) an encumbrance against Collateral with a Value of less than $10,000,000 in the aggregate; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedshown on Schedule 10.2.2; (k) Liens securing the replacement, extension or renewal of any Lien permitted by clause (j) above upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Debt that is permitted under Section 9.2.1(fsecured thereby (without increase in the amount thereof); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens on any Real Estate, fixtures, and/or Equipment pledged to secure Debt permitted by Sections 10.2.1(b), (j), (o) and (p) or any Refinancing Debt relating thereto; provided that, any Debt secured by a Lien permitted by this clause (l) shall be subject to a collateral access agreement in favor of customs form and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only substance reasonably satisfactory to the extent such Liens secure amounts not yet due;Agent; and (m) Liens existing Liens shown on Schedule 9.2.2 and replacement Liens on Property at the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect time of its consignment interests encumbering its Consigned Inventory (acquisition by a Borrower pursuant to a Permitted Acquisition, so long as defined such Liens are not created in the Revolver Loan Agreement)contemplation of such Acquisition.

Permitted Liens. CreateThe Issuer will not, incurand will not permit Emmis OpCo or any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom outside the ordinary course of business for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested; claim against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors (kother than in respect of de minimus amounts); or (e) Liens securing sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the Debt that is permitted under Section 9.2.1(fdefinition of the term “Indebtedness,” with or without recourse (other than in connection with the disposition of the business operations of such Person relating thereto or a disposition of defaulted receivables for collection and not as a financing arrangement); provided that such Liens are at all times subject Emmis OpCo or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist any Lien, deposit, pledge, encumbrance, security agreement or mortgage (1) to the terms extent expressly permitted by §10.2.1 of the Intercreditor Agreement; OpCo Credit Agreement (land any permitted amendment thereto) Liens and (2) for the avoidance of doubt, in favor of customs the OpCo Lenders and revenue authorities arising as a matter of law which OpCo Administrative Agent to secure payment of customs duties in connection with the importation of goodsOpCo Obligations under the OpCo Credit Agreement, but only and any Permitted Refinancing Indebtedness; provided further that this §10.2.1 shall not apply to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens liens granted on the property subject to such LiensSubject Preferred Stock or the Issuer’s or Emmis OpCo’s right, but only to the extent that the amount of debt secured thereby, title and the property secured thereby, shall not be increased; and (n) Liens interest in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any TRS Transaction.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA or the Code with respect to any Pension Plan or Multiemployer Plan) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedsecuring Debt permitted by Section 10.2.1(f); (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject All exceptions to title to the terms of Real Estate contained in the Intercreditor Agreement;title policies issued and approved in writing by Agent covering the Mortgages; and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Propertyproperty or assets, whether now owned or hereafter acquiredexcept the following Liens (provided, file or authorize that, in the filing under the Uniform Commercial Code or any Requirement of Law case of any jurisdictionLiens created or arising at any time on or after the Petition Date, a financing statement (such Liens shall only be permitted hereunder if no Default or the equivalent thereof) that names it Event of Default shall exist or any of its Subsidiaries be continuing as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the abovetime that such Lien is to be created or to arise, the following or shall occur upon, or as a result of, such Lien being created or arising) (collectively, "“Permitted Liens"”): (a) Liens in favor of Agentthe Administrative Agent (for the benefit of the Secured Parties) granted pursuant to the Loan Documents and the DIP Orders to secure the Obligations; (b) Liens in favor of the Prepetition Secured Parties securing the Debt that is permitted under pursuant to Section 9.2.1(c10.2.1(b), so long as any such Lien pursuant to this clause (b) on any First-Priority DIP Collateral shall be subordinate to the Administrative Agent’s and the Secured Parties’ Liens thereon as set forth in the DIP Orders; (c) Liens for Taxes (including real estate taxes) not yet due or being Properly Contested; (d) statutory or common law Liens of landlords, sub-landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but but, with respect to any of the foregoing arising after the Petition Date, only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property real or personal property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) customary Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, surety, stay, customs, and appeal bonds, performance bonds, and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) pledges, deposits, or Liens arising in the Ordinary Course of Business that are subject in connection with (i) workers’ compensation, payroll taxes, unemployment insurance, and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Lien WaiversBorrower, the Obligors, or any of the Subsidiaries; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiariesany Obligor, or any Property real or personal property of Borrowers or their Subsidiariesan Obligor, as long as such Liens are (i) judgment does not otherwise result in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liensan Event of Default under Section 11.1(h); (h) easements, rights-of-way, restrictions, covenants encroachments, other survey defects or matters that would be shown by a current, accurate survey of physical inspection, and covenants, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions, or other agreements of record, and other similar charges charges, encumbrances or encumbrances irregularities in title on any Subject Real Estate, Property imposed by law or arising in the Ordinary Course of Business that do not or could not reasonably be expected to materially detract from the value of the affected property nor secure any monetary obligation and do not interfere with the Ordinary Course business of Businessthe Obligors in any material respect; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'without duplication of any other Liens set forth in this Section 10.2.2, warehousemen'sLiens that are listed on Schedule 10.2.2 hereto, landlord'sto the extent such Liens are existing, mechanicsvalid, materialmen'sfully perfected and non-avoidable as of the Petition Date (or were properly perfected subsequent to the Petition Date to the extent permitted by section 546(b) of the Bankruptcy Code) (the “Permitted Prior Liens”), repairmen's or other like which such Permitted Prior Liens arising shall be subject to the priority set forth in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedDIP Orders; (k) Liens securing leases, non-exclusive licenses, subleases or non-exclusive sublicenses granted to others that do not (i) interfere in any material respect with the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to business of Borrower or the terms of the Intercreditor AgreementSubsidiaries or (ii) secure any Debt; (l) Liens arising from UCC financing statements filed regarding operating leases entered into by an Obligor; (m) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods; (n) Liens solely on any xxxx xxxxxxx money deposits made by any Obligor or any Subsidiary in connection with any letter of intent or purchase agreement not prohibited by this Agreement; (o) Post-Petition Liens on the DIP Collateral in favor of the Prepetition Secured Parties and the Prepetition secured equipment lenders, in each case, granted as adequate protection liens pursuant to the DIP Orders, but only to the extent such Liens secure amounts not yet dueare expressly permitted pursuant to the DIP Orders and, in the case of the First-Priority DIP Collateral, are junior in priority to the Administrative Agent’s Liens securing the Obligations hereunder; (mp) existing Liens shown arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Obligor in the Ordinary Course of Business permitted by this Agreement; (q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the Ordinary Course of Business and not for speculative purposes; (r) Xxxxx (i) on Schedule 9.2.2 cash advances in favor of the seller of any property to be acquired in an Investment permitted hereunder to be applied against the purchase price for such Investment and replacement (ii) consisting of an agreement to dispose of any property in an Asset Disposition permitted hereunder, to the extent that such Asset Disposition would have been permitted on the date of the creation of such Xxxx; (s) ground leases in respect of any Real Estate (other than (x) any ground leases demised by an Obligor or Subsidiary, as the lessor thereunder, of any Subject Real Property and (y) any ground leases demised to any Obligor, as the lessee thereunder, in each case, unless otherwise consented to in writing by the Administrative Agent) on which facilities owned or leased by any of the Obligors are located; provided that with respect to any Real Estate owned by any of the Obligors and demised pursuant to a ground lease by an Obligor or Subsidiary as the lessor thereunder, such ground leases are fully subordinate to the Administrative Agent’s Lien thereon (if any); (t) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto not to exceed the amount of such premiums in the Ordinary Course of Business; (u) Liens on specific items of inventory or other goods (in each case, other than any Obligor’s Bitcoin and other Cryptocurrencies) and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the Ordinary Course of Business; (v) deposits of cash with the owner or lessor of premises leased and operated by any Obligor to secure the performance of such Obligor’s obligations under the terms of the lease for such premises in the Ordinary Course of Business and if occurring after the Petition Date, such deposits are permitted pursuant to the Approved Budget; (w) Purchase Money Liens in respect of Purchase Money Debt permitted to be incurred under Section 10.2.1(c); (x) other than with respect to any First-Priority DIP Collateral, Liens on property subject to any sale-leaseback transaction not prohibited hereunder and the general intangibles related thereto, in each case, solely to the extent securing any obligations owing under such transaction; (y) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (z) Liens existing on property at the time of its acquisition by an Obligor in accordance herewith, or existing on the property of any Person at the time such Person becomes an Obligor in accordance herewith, in either case, after the Closing Date, so long as such Lien is limited to such property so acquired and, in all cases, excluding Liens on the Equity Interests of any Person that becomes a Subsidiary; (aa) Liens granted or arising prior to the Petition Date, to the extent such Liens are existing, valid, fully perfected and non-avoidable as of the Petition Date; provided that the aggregate amount of Debt secured by such Liens at any time shall not exceed $100,000 at any time outstanding without the Required Lenders’ consent; (bb) Liens (which shall rank junior to the Liens securing the Obligations) upon the specific real or personal property leased under operating leases in the Ordinary Course of Business by Borrower or any of its Subsidiaries in favor of the lessor created at the inception of the lease transaction, securing obligations of Borrower or any of its Subsidiaries under or in respect of such lease and extending to or covering only the property subject to such Liens, but only lease and improvements thereon; (cc) Liens that are contractual rights of set-off or rights of pledge (i) relating to the extent that establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the amount issuance of debt secured therebyDebt, (ii) relating to pooled deposit or sweep accounts of Borrower or any of the other Obligors to permit satisfaction of overdraft or similar obligations incurred in the in the Ordinary Course of Business of Borrower or any of the other Obligors or (iii) relating to purchase orders and other agreements entered into with customers of any Subsidiary in the property secured therebyOrdinary Course of Business; (dd) Liens on cash and Cash Equivalents securing reimbursement obligations under letters of credit permitted hereunder; (ee) Liens in connection with any zoning, shall not be increasedbuilding or similar requirement of law or right reserved to or vested in any Governmental Authority to control or regulate the use of any or dimensions of any Subject Real Property or the structure thereon; and (nff) Liens in favor Liens, if any, on affected Bitcoin securing any Permitted BTC Hedging Agreement. For the avoidance of Borrower in doubt, notwithstanding anything else herein to the contrary, no Lien on any property or assets of any Obligor (including any Permitted Lien or Permitted Prior Lien (except, other than with respect of its consignment interests encumbering its Consigned Inventory to the First-Priority DIP Collateral, any Prior Senior Lien (as defined in the Revolver Loan AgreementDIP Orders), if and solely to the extent provided pursuant to the DIP Order) shall rank pari passu with, or senior to, any Lien thereon granted in favor of the Administrative Agent or otherwise securing any of the Obligations.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens including claims or Liens of materialmen, mechanics, carriers, warehousemen, processors, supplies, landlords and other similar Liens for labor, materials, supplies or rentals, and other similar amounts (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than thirty (30) days, or is if more than thirty (30) days overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested, and (ii) such Liens do not materially impair individually or in the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesaggregate have a Material Adverse Effect; (ei) Liens incurred or deposits made in the Ordinary Course of Business in connection with or to secure the performance of bids, trade and commercial contracts and leases and the payment of rent (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, government tenders, bids, contracts, statutory obligations and other similar obligationsobligations incurred in the Ordinary Course of Business (including workers' compensation, unemployment insurance and other types of social security or similar legislation) and (ii) deposits or pledges in respect of letters of credit, bank guarantees, or similar instruments that have been posted in the Ordinary Course of Business of any Obligor or any Subsidiary, in each case, so long as (A) any Liens on an Obligor's property that secure surety bonds attach only to the contracts in respect of which such surety bonds are posted and, as long as to any other properties, such Liens are at all times junior to Agent's the Liens in favor of the Collateral Agent on the same properties that constitute Collateral under the Security Documents, and are required (B) no foreclosure, sale or provided by lawsimilar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (f) Liens arising in the Ordinary Course of Business that are subject to Lien WaiversXxxx Xxxxxxx; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensLiens (if any) in such Property; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2 and the replacement, landlord'srenewal or extension thereof (including Liens incurred, mechanicsassumed or suffered to exist in connection with any Permitted Refinancing, materialmen'srefunding, repairmen's renewal or extension of Debt pursuant to Section 10.2.1(h) (solely to the extent that such Liens were in existence on the Closing Date); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (l) Liens securing Debt under the Revolving Loan Facility and Refinancing Debt in respect thereof, so long as the holders of such Debt remain subject to the Intercreditor Agreement; (m) Liens on Property arising out of conditional sale, title retention, consignment or other like Liens arising similar arrangements for the sale of goods entered into by any Obligor or any of its Subsidiaries in the Ordinary Course of Business that secure to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (n) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the Ordinary Course of Business of the Borrowers and their Subsidiaries; (o) (i) contractual Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; and (ii) contractual Liens of suppliers (including sellers of goods) or customers, in each case in the foregoing clauses (i) and (ii), granted in the Ordinary Course of Business to the extent limited to the property or assets relating to such contract and only to the extent payment of the obligations that are secured thereby is not yet due or is overdue for a period of more than 30 sixty (60) days, or if more than thirty (30) days or overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested; (kp) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement entered into by any Borrower or any Subsidiary in the Ordinary Course of Business and do not interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; (q) any non-exclusive license, non-exclusive sublicense, lease, or sublease granted by the Obligor or any Subsidiary to third parties in the ordinary course of its business and in accordance with any applicable terms of the Security Documents which do not: (i) interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; or (ii) secure any Debt; (r) to the extent constituting Liens, any option or other agreement to purchase any asset of any Borrower or any of its Subsidiaries, the disposition of which is expressly permitted under this Agreement; (s) reasonable customary initial deposits and margin deposits to the extent required by Applicable Law, which secure Debt under Bank Products; (t) Liens in the nature of customary setoff rights in favor of any counterparty to any Swaps expressly permitted under this Agreement; (u) Liens on the unearned portion of insurance premiums granted in the ordinary course of business securing the Debt that financing of such premiums, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof, and solely to the extent the financing is permitted under Section 9.2.1(f10.2.1(p); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lv) Liens arising in the ordinary course of business in favor of customs brokers, custom and revenue authorities arising as a matter forwarding agents and similar Persons in respect of law which secure payment imported goods and merchandise in the custody of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet duePersons; (mw) existing Liens shown on Schedule 9.2.2 or rights of setoff against credit balances of the Borrowers with credit card issuers or credit card processors to secure obligations to any such credit card issuer or credit card processor incurred in the Ordinary Course of Business as a result of fees and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedchargebacks; and (nx) other Liens in favor (on assets other than on Equity Interests) and as to which the aggregate amount of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)obligations secured thereby does not exceed $500,000.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested;shown on Schedule 10.2.2. (k) Liens any Lien securing the Debt that is permitted under Section 9.2.1(f)10.2.1(e) on any Property acquired after the Closing Date and existing prior to the acquisition thereof by any Obligor or a Subsidiary of an Obligor or existing on any Property of any Person that becomes a Subsidiary after the Closing Date that exists prior to the time such Person becomes a Subsidiary; provided that (A) such Liens are at all times subject Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (B) such Lien shall not apply to any other Property an Obligor or a Subsidiary of an Obligor, (C) such Lien does not extend to any Property arising or acquired after the terms date of acquisition and (D) 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 (other than with respect to (1) the capitalization of interest and (2) the capitalization of any prepayment premiums payable in respect of the Intercreditor Agreementobligations so extended, renewed or replaced); (l) Liens arising in connection with Capital Leases permitted under this Agreement provided that no such Lien shall extend to any Property other than assets subject to such Capital Leases; (m) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor on insurance policies and the proceeds thereof securing the financing of Borrower in the premiums with respect of its consignment interests encumbering its Consigned Inventory thereto; (as defined o) licenses, sublicenses, leases and subleases entered into in the Revolver Loan AgreementOrdinary Course of Business and any landlords’ Liens arising under any such leases; (p) Liens on accounts receivable and proceeds thereof arising in connection with the transfer thereof pursuant to the Receivables Securitization, until the liens granted in connection with the Receivables Securitization are released pursuant to Section 10.1.11; (q) Liens arising under the Daimler Credit Facility and securing Debt permitted under Section 10.2.1(j); (r) other Liens on assets not constituting Collateral securing Debt permitted under Section 10.2.1(i) and (m); (s) Liens relating to the Receivables Securitization which will be releasing pursuant to Section 10.1.11; and (t) Liens on Refinanced Assets securing Debt permitted under Section 10.2.1(n).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractscontracts (other than Indebtedness), leases (other than Capital Leases), statutory obligations obligations, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) judgment Liens arising by virtue securing judgments not constituting an Event of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) zoning restrictions, easements, rights-of-way, restrictionsrestrictions on use of real property, covenants minor defects or other agreements irregularities of record, title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and incurred in the Ordinary Course of Business which do not interfere with the Ordinary Course of Business; (i) any interest or title or right of a lessor or sub-lessor under any lease or sub-lease entered into in the Ordinary Course of Business and covering only the assets so leased; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (jk) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Indebtedness permitted by Section 10.2.1(f); (l) Liens securing Permitted First Lien Debt permitted by Section 10.2.1(i); (m) Liens on assets of an Excluded Subsidiary that secures Permitted Debt of such Excluded Subsidiary; (n) Liens securing Indebtedness under the Term Loan Facility and Refinancing Debt in respect thereof, landlord's, mechanics, materialmen's, repairmen's or other like so long as the holders of such Indebtedness remain subject to the Intercreditor Agreement; (o) Liens arising in connection with the cash collateralization of the Comerica Letter of Credit and the JPM Letter of Credit; (p) existing Liens shown on Schedule 10.2.2 and any extensions or renewals thereof in connection with any Refinancing Debt with respect to such Indebtedness secured by such Liens; and (q) pledges and deposits made in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedin compliance with workmen’s compensation, unemployment insurance and other social security laws and regulations; (kr) Liens securing Indebtedness permitted by Section 10.2.1(e) (provided that Liens on any Hedge Agreement may be incurred under the Debt that Term Loan Facility or the Loan Documents, but not both); (s) any license or sub-license entered into in the Ordinary Course of Business and not interfering with such Obligor’s or its Subsidiaries’ conduct of its respective business, and the interest of any non-exclusive licensors under license agreements (including, for the avoidance of doubt, relating to Intellectual Property); (t) Liens arising from precautionary UCC financing statements filed in connection with operating leases; (u) Liens on xxxx xxxxxxx money deposits made in connection with Permitted Acquisitions or other acquisitions of assets permitted hereunder; (v) Liens on Equity Interests in joint ventures securing obligations of such entities, and options, put and call arrangements, rights of first refusal and similar rights related to Equity Interests in joint ventures; (w) Liens in favor of Borrowers or any Subsidiary securing Indebtedness permitted under Section 10.2.1(n); (x) 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 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement10.2.1(o) hereof; (ly) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties not yet delinquent in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet dueOrdinary Course of Business; (mz) existing Liens shown on Schedule 9.2.2 arising in connection with (i) the Prepetition Escrowed Amounts, (ii) the Fee Claims Account and replacement Liens on (iii) the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedABL DIP Cash Collateral Account; and (naa) other Liens securing liabilities in favor an aggregate amount not to exceed $5,000,000 at any time outstanding. Notwithstanding the foregoing, no Obligor shall incur any Liens on any ABL Priority Collateral except (i) Permitted Liens that arise by operation of Borrower law and are junior to Agent’s Lien on ABL Priority Collateral securing the Obligations and (ii) other Permitted Liens that are junior to Agent’s Lien on any ABL Priority Collateral securing the Obligations pursuant to the Intercreditor Agreement or another intercreditor agreement satisfactory to Agent containing terms no less favorable to Lenders in respect of its consignment interests encumbering its Consigned Inventory (all material respects, taken as defined a whole, as the terms in the Revolver Loan Intercreditor Agreement).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens including claims or Liens of materialmen, mechanics, carriers, warehousemen, processors, supplies, landlords and other similar Liens for labor, materials, supplies or rentals, and other similar amounts (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than thirty (30) days, or is if more than thirty (30) days overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested, and (ii) such Liens do not materially impair individually or in the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesaggregate have a Material Adverse Effect; (ei) Liens incurred or deposits made in the Ordinary Course of Business in connection with or to secure the performance of bids, trade and commercial contracts and leases and the payment of rent (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds, government tenders, bids, contracts, statutory obligations and other similar obligationsobligations incurred in the Ordinary Course of Business (including workers' compensation, unemployment insurance and other types of social security or similar legislation) and (ii) deposits or pledges in respect of letters of credit, bank guarantees, or similar instruments that have been posted in the Ordinary Course of Business of any Obligor or any Subsidiary, in each case, so long as (A) any Liens on an Obligor's property that secure surety bonds attach only to the contracts in respect of which such surety bonds are posted and, as long as to any other properties, such Liens are at all times junior to Agent's the Liens in favor of the Collateral Agent on the same properties that constitute Collateral under the Security Documents, and are required (B) no foreclosure, sale or provided by lawsimilar proceedings have been commenced with respect to any portion of the Collateral on account thereof; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensLiens (if any) in such Property; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2 and the replacement, landlord'srenewal or extension thereof (including Liens incurred, mechanicsassumed or suffered to exist in connection with any Permitted Refinancing, materialmen'srefunding, repairmen's renewal or extension of Debt pursuant to Section 10.2.1(h) (solely to the extent that such Liens were in existence on the Closing Date); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing; (l) Liens securing Debt under the Revolving Loan Facility and Refinancing Debt in respect thereof, so long as the holders of such Debt remain subject to the Intercreditor Agreement; (m) Liens on Property arising out of conditional sale, title retention, consignment or other like Liens arising similar arrangements for the sale of goods entered into by any Obligor or any of its Subsidiaries in the Ordinary Course of Business that secure to the extent such Liens do not attach to any assets other than the goods subject to such arrangements; (n) Liens arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the Ordinary Course of Business of the Borrowers and their Subsidiaries; (o) (i) contractual Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; and (ii) contractual Liens of suppliers (including sellers of goods) or customers, in each case in the foregoing clauses (i) and (ii), granted in the Ordinary Course of Business to the extent limited to the property or assets relating to such contract and only to the extent payment of the obligations that are secured thereby is not yet due or is overdue for a period of more than 30 sixty (60) days, or if more than thirty (30) days or overdue, no action has been take to enforce such Liens and such Liens are being Properly Contested; (kp) any interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any inbound license or lease agreement entered into by any Borrower or any Subsidiary in the Ordinary Course of Business and do not interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; (q) any non-exclusive license, non-exclusive sublicense, lease, or sublease granted by the Obligor or any Subsidiary to third parties in the ordinary course of its business and in accordance with any applicable terms of the Security Documents which do not: (i) interfere in any material respect with the Ordinary Course of Business of the Borrowers or their Subsidiaries or materially detract from the value of the relevant assets of the Borrowers or their Subsidiaries; or (ii) secure any Debt; (r) to the extent constituting Liens, any option or other agreement to purchase any asset of any Borrower or any of its Subsidiaries, the disposition of which is expressly permitted under this Agreement; (s) reasonable customary initial deposits and margin deposits to the extent required by Applicable Law, which secure Debt under Bank Products; (t) Liens in the nature of customary setoff rights in favor of any counterparty to any Swaps expressly permitted under this Agreement; (u) Liens on the unearned portion of insurance premiums granted in the ordinary course of business securing the Debt that financing of such premiums, so long as no foreclosure sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof, and solely to the extent the financing is permitted under Section 9.2.1(f10.2.1(p); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lv) Liens arising in the ordinary course of business in favor of customs brokers, custom and revenue authorities arising as a matter forwarding agents and similar Persons in respect of law which secure payment imported goods and merchandise in the custody of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet duePersons; (mw) existing Liens shown on Schedule 9.2.2 or rights of setoff against credit balances of the Borrowers with credit card issuers or credit card processors to secure obligations to any such credit card issuer or credit card processor incurred in the Ordinary Course of Business as a result of fees and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedchargebacks; and (nx) other Liens in favor (on assets other than on Equity Interests) and as to which the aggregate amount of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)obligations secured thereby does not exceed $500,000.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent for the benefit of the Secured Parties; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractscontracts (other than Indebtedness), leases (other than Capital Leases), statutory obligations obligations, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) judgment Liens arising by virtue securing judgments not constituting an Event of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) zoning restrictions, easements, rights-of-way, restrictionsrestrictions on use of real property, covenants minor defects or other agreements irregularities of record, title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and incurred in the Ordinary Course of Business which do not interfere with the Ordinary Course of Business; (i) any interest or title or right of a lessor or sub-lessor under any lease or sub-lease entered into in the Ordinary Course of Business and covering only the assets so leased; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'Liens on assets of an Excluded Subsidiary that secures Permitted Debt of such Excluded Subsidiary; (l) Liens securing Revolving Loan Obligations and Refinancing Debt in respect thereof, warehousemen's, landlord's, mechanics, materialmen's, repairmen's so long as the holders of such Revolving Loan Obligations or other like Indebtedness remain subject to the Intercreditor Agreement; (m) Liens arising existing as of the Closing Date and shown on Schedule 10.2.2 and any extensions or renewals thereof in connection with any Refinancing Debt with respect to such Indebtedness secured by such Liens; (n) pledges and deposits made in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedin compliance with workmen’s compensation, unemployment insurance and other social security laws and regulations; (ko) any license or sub-license entered into in the Ordinary Course of Business and not interfering with such Obligor’s or its Subsidiaries’ conduct of its respective business, and the interest of any non-exclusive licensors under license agreements (including, for the avoidance of doubt, relating to Intellectual Property); (p) Liens arising from precautionary UCC financing statements filed in connection with operating leases; (q) Liens on xxxx xxxxxxx money deposits made in connection with Permitted Acquisitions or other acquisitions of assets permitted hereunder; (r) Liens granted in the Ordinary Course of Business on the unearned portion of insurance premiums securing the Debt that financing of insurance premiums to the extent the financing is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement10.2.1(o) hereof; (ls) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties not yet delinquent in connection with the importation of goods, but only to goods in the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount Ordinary Course of debt secured thereby, and the property secured thereby, shall not be increasedBusiness; and (nt) other Liens securing liabilities (other than Borrowed Money) in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)an aggregate amount not to exceed $5,000,000 at any time outstanding.

Permitted Liens. CreateThe Borrower will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contested; claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (ke) Liens securing sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the Debt that is permitted under Section 9.2.1(f)definition of the term “Indebtedness,” with or without recourse; provided that such Liens are at all times subject the Borrower or any of its Subsidiaries may create or incur or suffer to the terms of the Intercreditor Agreement;be created or incurred or to exist: (li) Liens in favor of customs and revenue authorities arising as a matter the Borrower on all or part of law which secure payment the assets of customs duties in connection with Subsidiaries of the importation Borrower securing Indebtedness owing by Subsidiaries of goods, but only the Borrower to the extent such Liens secure amounts not yet dueBorrower; (mii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in respect of obligations not overdue or which the Borrower is diligently contesting in good faith; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord's or lessor's liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing Liens shown on the date hereof and listed on Schedule 9.2.2 9.2 hereto; (viii) Liens to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, statutory obligations, surety, customs, appeal, performance and replacement payment bonds and other obligations of like nature, in each such case arising in the ordinary course of business; (ix) Liens on the property subject with respect to such Liens, but only to the extent that the amount of debt secured thereby, Indebtedness permitted under Sections 9.1(f) and the property secured thereby, shall not be increased(i) hereof; and (nx) other Liens not otherwise permitted hereunder, provided that such Liens do not secure Indebtedness in favor an aggregate amount outstanding or committed in excess of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)$25,000,000, which Indebtedness is also permitted under Section 9.1 hereof.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory contractual Liens and Liens imposed by law (other than Liens for Taxes or imposed under ERISA) such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due and payable or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesany Obligor; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), surety, stay customs and appeal bonds, statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property Obligor to the extent such judgment does not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault; (h) easements, rights-of-way, survey exceptions, title exceptions, restrictions, covenants or other agreements of record, minor defects or other irregularities in title and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (i) municipal and zoning ordinances, building and other land use laws imposed by any governmental authority which are not violated in any material respect by existing improvements or the present use of Property, or in the case of any Real Estate subject to a mortgage, encumbrances disclosed in the title insurance policy issued to, and reasonably approved by, Agent; (j) leases, subleases, licenses, sublicenses granted to others in the Ordinary Course of Business; (k) any interest or title of a lessor or sublessor, licensor or sublicensor under any lease or license not prohibited by this Agreement or the other Security Documents; (l) normal and customary rights of setoff upon deposits or securities in favor of depository institutionsinstitutions or brokerages, and Liens of a collecting bank on Payment Items payment items in the course of collection, bankers’ Liens securing amounts owing to such bank with respect to overdrafts, cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; andprovided that in no case shall such Liens secure (either directly or indirectly) the repayment of any Debt (other than on account of such overdrafts, netting or cash management); (jm) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens on insurance proceeds and deposits arising in the ordinary course of business in connection with the financing of insurance premiums; (n) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by such Person in the Ordinary Course of Business that secure obligations that are not overdue for a period in accordance with the past practices of more than 30 days or are being Properly Contestedsuch Person; (ko) Liens securing on Property of a Person existing at the time such Person is acquired or merged with or into or consolidated with any Obligor or a Subsidiary thereof (and not created in anticipation or contemplation thereof); (p) security given to a public or private utility or any Governmental Authority as required in the Ordinary Course of Business; (q) the filing of financing statements solely as a precautionary measure in connection with operating leases or consignments; (r) other Liens with respect to obligations that do not in the aggregate exceed $1,000,000 at any time outstanding; (s) the replacement, extension or renewal of any Permitted Lien; provided, that such Lien shall at no time be extended to cover any assets or property other than such assets or property subject thereto on the Original Closing Date or the date such Lien was incurred, as applicable; (t) Liens granted in connection with Debt that is permitted under by Section 9.2.1(f); 10.2.1(n) provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but attach only to the extent such Liens secure amounts Property of Foreign Subsidiaries and not yet due; to any Collateral; (mu) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).10.2.2;

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hg) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ih) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (i) existing Liens shown on Schedule 10.2.2; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedIntentionally Omitted; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times in favor of [each of Alcentra and Triangle]Integrated subject to the terms of and limitations set forth in the [Alcentra/Triangle]Integrated Intercreditor Agreement;; and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only Integrated V subject to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 execution of the amended and replacement Liens on restated Integrated Intercreditor Agreement as contemplated by the property definition thereof, and then subject to such Liens, but only to the extent that the amount of debt secured thereby, terms and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined limitations set forth in the Revolver Loan Integrated Intercreditor Agreement).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory Liens (other than including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and landlord’s Liens but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than 30 days or is being Properly Contested; provided, however, that a reserve or other appropriate provisions shall have been made therefor, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases (whether operating leases or Capital Leases), trade contracts (except those relating to Borrowed Money), statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, surety, customs, stay and appeal bonds, performance and return of money bonds, and other similar obligations, or arising as a result of progress payments under government contracts, as long as as, in the case of any such Liens that are on any asset or property that constitutes Collateral, such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary other than an attachment or judgment Lien constituting an Event of Default under Section 11.1(h), as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) in the case of any such Liens that are on any asset or property that constitutes Collateral, at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's leases or other like Liens arising subleases of Real Estate granted to third parties in the Ordinary Course of Business that secure obligations that are and not overdue for a period interfering in any material respect with the ordinary conduct of more than 30 days business by any Borrower or are being Properly ContestedSubsidiary; (k) Liens securing the Debt that is any interest or title of a lessor or sublessor under any operating lease or Capital Lease permitted under by Section 9.2.1(f10.2.1(n) and Section 10.2.1(o); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goodsgoods in the Ordinary Course of Business; (m) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate; (n) licenses of patents, but only trademarks and other intellectual property rights granted by any Borrower or Subsidiary in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business by any Borrower or Subsidiary; (o) Liens created under the Sale and Leaseback Transactions permitted under Section 10.2.20, provided that any such Liens do not at any time encumber any Property other than the Property which is the subject of such Sale and Leaseback Transaction; (p) the Investments permitted under clause (f) of the definition of the term “Restricted Investments”, to the extent such Liens secure amounts not yet dueInvestments constitute Liens; (mq) (q) Liens created on the Toro Purchased Accounts pursuant to the Toro AR Purchase Agreement; and (r) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).10.2.2;

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"): ”): (a) Liens in favor of Agent; Lender; (b) Liens securing Debt that is permitted under Section 9.2.1(c); ; (c) Liens for Taxes not yet due or being Properly Contested; ; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers Borrower or their its Subsidiaries; ; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Lender’s Liens and are required or provided by law; ; (f) Liens arising in the Ordinary Course of Business that are either (i) subject to Lien Waivers; Waivers or (ii) with respect to a non-material portion of the Collateral (other than Accounts); (g) Liens arising by virtue of a judgment or judicial order against Borrowers Borrower or their its Subsidiaries, or any Property of Borrowers Borrower or their its Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Lender’s Liens; ; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; ; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and and (j) carriers'’, warehousemen's, landlord's’s, mechanics, materialmen's’s, repairmen's ’s or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; ; (k) Liens securing the Debt that is permitted under Section 9.2.1(f)Term Debt; provided that such Liens are at all times subject to the terms of the Term Debt Intercreditor Agreement; ; and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)9.2.2.

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): " means: (a) Liens in favor of Agent; deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance; (b) Liens securing Debt that is permitted under Section 9.2.1(cdeposits or pledges to secure bids, tenders, contracts (other than contracts for the payment of money); , leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemenmechanic's, landlordworkmen's, mechanics, materialmen's, repairmen's or other like Liens liens arising in the Ordinary Course ordinary course of Business that secure business with respect to obligations that which are not overdue for a period of more than 30 days due, or which are being Properly Contested; contested in good faith by appropriate proceedings which suspend the collection thereof and in respect of which adequate reserves have been made (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms proceedings do not, in Lender's sole discretion, involve any substantial risk of the Intercreditor Agreement; sale, loss or forfeiture of such property or assets or any interest therein); (ld) Liens liens and encumbrances in favor of customs and revenue authorities arising as Lender; (e) taxes set forth on Borrower's balance sheet which are properly accrued but not yet payable; (f) liens on equipment of Borrower to secure Borrowed Money incurred for the sole purpose of financing the purchase price of the equipment subject to such lien (i.e., purchase money security interests); (g) the liens set forth on Schedule 1.36, (h) a matter of law which secure payment of customs duties second lien granted by Debtor to New Industries Investment Consultants (HK) Ltd. ("NII") in connection with the importation that certain Debtor-In-Possession Term Loan dated as of goods__June 30__, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens2004, but only to the extent provided however, that the amount of debt secured therebysuch second lien may not exceed One Million Dollars ($1,000,000), which shall at all times be subordinate to the Obligations, and (i) a second lien on borrowings other than as described in subparagraphs (i) through (iv) of Section 11(a) of the property secured therebyTerm Note provided however, shall that the amount of such second lien may not be increased; and exceed One Million Dollars (n$1,000,000.00) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)aggregate and that any lien permitted pursuant to this Section 1.36(i) shall at all times be subordinate to the Obligations."

Permitted Liens. Create, incur, assume Create or suffer permit to exist any Lien upon on any property, any revenues or with respect to any other assets, present or future, of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other thanSubsidiaries, as to all of the above, except for the following (collectively, "“Permitted Liens"”): (ai) Liens in favor existence on the date hereof which are listed, and the property subject thereto described, in Annex G and any Lien granted as a replacement or substitute therefor; provided, that any such Liens are no less favorable to IFC and are not more favorable to the lienholders with respect to such Liens than the Liens in respect of Agentthe debt being refinanced; (bii) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due any Lien arising from any Tax or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) Lien arising by operation of law, in each case if the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby obligation underlying any such Lien is not yet due or or, if due, is being Properly Contested, and (ii) such Liens do not materially impair contested in good faith by appropriate proceedings so long as the value or use of Borrower has set aside adequate reserves in accordance with the Property or materially impair operation of the business of Borrowers or their SubsidiariesAccounting Standards; (eiii) Liens incurred created or deposits made in the Ordinary Course ordinary course of Business business (A) in connection with workers’ compensation, unemployment insurance and other types of social security, including any Lien securing letters of credit issued in the ordinary course of business consistent with past practice in connection therewith, or (B) to secure the performance of government tenders, statutory obligations, surety and appeal bonds, bids, purchase, construction or sales contracts, statutory obligations leases, government performance and return-of-money bonds and other similar obligationsobligations (other than obligations for the payment of borrowed money), as so long as such Liens are at all times junior to Agent's Liens and are required the Lien does not interfere with the implementation of the Transaction or provided by lawthe carrying on of the business or Operations of the Borrower or any of its Subsidiaries; (fiv) Liens created in the ordinary course of business 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, so long as the Lien does not interfere in any material respect with the implementation of the Transaction or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries; (v) Liens arising from judgments, decrees, awards or attachments in the Ordinary Course circumstances not constituting an Event of Business that are subject to Lien WaiversDefault under this Agreement; (gvi) Liens arising on the property or assets of any corporation which becomes a Subsidiary of the Borrower after the date hereof in connection with a Permitted Acquisition permitted by virtue of a judgment or judicial order against Borrowers or their SubsidiariesSection 5.02(k)(vii), or any Property of Borrowers or their Subsidiarieswhich Liens secure Financial Debt permitted by Section 5.02(c); provided, as long as that (A) such Liens are existed at the time such corporation became a Subsidiary and were not created in anticipation of the acquisition, (iB) in existence for less than 20 consecutive days any such Lien by its terms covers only property or being Properly Contested, assets of such corporation which were covered immediately prior to the time it became a Subsidiary and (iiC) at all times junior any such Lien does not by its terms secure any Financial Debt other than the Financial Debt existing immediately prior to Agent's Liensthe time such corporation becomes a Subsidiary; (hvii) easements, rights-of-way, restrictions, covenants or other agreements of record, encroachments and other similar charges or encumbrances on Real Estateencumbrances, and minor title deficiencies, in each case not securing Financial Debt and not interfering in any material respect with the conduct of the business and Operations of the Borrower or any of its Subsidiaries; (viii) additional Liens of the Borrower or any Subsidiary of the Borrower not otherwise permitted by this Section 5.02(g) that do not secure obligations in excess of the equivalent of $25,000,000 in the aggregate for all such Liens at any monetary obligation time; (ix) Liens placed upon property acquired or improved after the date hereof and used in the ordinary course of business of any Borrower or any of its Subsidiaries and placed at the time of the acquisition thereof by such Borrower or such Subsidiary, or within 90 days thereafter, to secure indebtedness incurred to acquire such equipment or improvements; provided, that (A) such Liens do not at any time encumber any property of the Borrower other than the property financed by such indebtedness incurred to acquire such equipment or improvements, (B) the debt secured thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition, and (C) such Liens do not interfere in any material respect with the Ordinary Course implementation of Business; the Transaction or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries; provided further, that if after giving effect to the incurrence of any such Lien either the Interest Coverage Ratio decreases or the Net Debt to EBITDA Ratio increases from what it was prior to such incurrence calculated both on an unconsolidated basis and on a Consolidated Basis (ifor the avoidance of doubt, regardless of the calculation method otherwise called for by Section 5.01(m)(Affirmative Covenants)) normal and customary rights on a Pro Forma Basis, the aggregate amount of setoff upon deposits in favor all Liens permitted pursuant to this paragraph (ix) shall not exceed at any time 10% of depository institutions, and Liens of a collecting bank on Payment Items in the course of collectionBorrower’s total unconsolidated Financial Debt; and (jx) carriers'the designation of lessors, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or construction companies and other like Liens arising counterparties as loss payees under insurance policies in the Ordinary Course ordinary course of Business that secure obligations that are not overdue for a period of more business as required by customary contractual requirements, other than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with or in anticipation of the importation incurrence of goods, but only to the extent such Liens secure amounts not yet dueFinancial Debt; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (including statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other than Liens imposed by law, but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, surety or appeal bonds, performance bonds and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising out of pledges or deposits of cash in the Ordinary Course of Business under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (g) statutory Liens of suppliers imposed by law or pursuant to customary reservations or retentions of title, provided that: (i) such Liens do not attach to Collateral with a value of more than $250,000 at any time, (ii) such Liens arise in the Ordinary Course of Business, and (iii) any such Liens are not perfected and are subordinated under law to the Liens in favor of Agent; (h) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gi) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hj) easements, reservations, rights-of-way, restrictions, survey exceptions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ik) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kl) any interest of title of a lessor under, and Liens securing the Debt that is arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted under Section 9.2.1(f); provided that by this Agreement; (m) so long as such Liens are at all times subject to the terms of the Intercreditor Agreement, Liens securing (i) Debt arising under the Senior Secured Notes Documents, (ii) Senior Notes Refinancing Debt, and (iii) Debt permitted under Section 10.2.1(q), and (iv) Debt permitted under Section 10.2.1(s); (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mn) existing Liens shown on Schedule 9.2.2 and replacement 10.2.2; (o) Liens on the property arising in connection with Capitalized Leases permitted under Section 10.2.1(l); (p) Liens securing Debt permitted under Section 10.2.1(d), provided that such Liens shall be subject to such Liens, but only an intercreditor agreement in form an substance acceptable to the extent Required Lenders and shall be junior in priority to the Liens securing the Obligations; (q) Liens in respect of judgments that do not otherwise cause a Default or Event of Default; (r) leases or subleases of Real Estate granted to others not interfering in any material respect with the amount business of debt secured thereby, and the property secured thereby, shall not be increasedany Borrower or Guarantor; and (ns) other Liens securing Debt in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)an aggregate amount not to exceed $100,000.

Permitted Liens. CreateCAI will not, incurand will not permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; provided that precautionary assignments on assets sold by the Uniform Commercial Code or any Requirement Borrowers to Persons who are not Affiliates of Law of any jurisdiction, a financing statement the Borrower (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other thanin each case, as to all permitted hereunder) and subsequently managed by the Borrowers shall not be considered a Lien upon the property or assets of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; Borrowers; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contestedclaim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that CAI or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of CAI on all or part of the assets of Subsidiaries of CAI (other than Collateral) securing Indebtedness owing by Subsidiaries of CAI to CAI; (kii) Liens to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (iii) deposits or pledges made in connection with, or to secure payment of, workmen's compensation, unemployment insurance, old age pensions or other social security obligations other than any Lien imposed by ERISA; (iv) Liens on properties in respect of judgments or awards, the Indebtedness with respect to which is permitted by §9.1(c); (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens under leases to which CAI or a Subsidiary is a party, and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of CAI and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the Eighth Amendment Effective Date and listed on Schedule 9.2 hereto; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired (in the case of purchase money security interests) or leased (in the case of Capitalized Leases) after the Closing Date to secure purchase money Indebtedness or Capitalized Leases of the type and amount permitted by §9.1(e), which security interests or mortgages cover only the real or personal property so acquired or leased and any proceeds thereof (including, without limitation, leases, Accounts Receivable, instruments and documents); (ix) Liens in favor of the Administrative Agent for the benefit of the Secured Parties securing the Debt Obligations; (x) Liens consisting of the interest of a lessee under any lease with respect to Containers where any Borrower or Guarantor is the lessor; (xi) Liens on the property listed on Schedule 9.2 hereto that are granted to secure any refinancing or renewal of Indebtedness permitted under §9.1, which refinancing or renewal is permitted under Section 9.2.1(f§9.1(g) hereof (subject to all the provisos contained therein); provided that either (A)(1) such Liens encumber the same property (and no additional assets or property of the Borrowers) as secured the Indebtedness that was so refinanced or renewed and (2) the aggregate amount of Indebtedness secured by such property has not increased as a result of such refinancing or renewal or (B) the Indebtedness secured by such liens is permitted under §9.1(l); (xii) interests of lessors in property leased to the Borrowers or a Subsidiary under §9.1(e); (xiii) other Liens on the assets of CAI and its Subsidiaries (other than Collateral) securing Indebtedness permitted under §9.1(l); provided that such Liens do not encumber (x) any Collateral or (y) IP Rights and information and operational support systems that are at all times subject reasonably necessary for the operation of its respective businesses or relating to the terms administration and management of the Intercreditor Agreement; (l) Liens assets included in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedBorrowing Base; and (nxiv) Liens in favor incurred by a Securitization Entity on assets of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreementsuch Securitization Entity securing Indebtedness permitted under §9.1(m).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens (other than cash deposits) are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens’s Liens (other than with respect to Excluded Assets); (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedshown on Schedule 10.2.2; (k) Liens on Collateral securing the Debt that is ABL Obligations, so long as such Liens are subject to the ABL Intercreditor Agreement and the ABL Obligations are permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement10.2.1; (l) Liens pledges and deposits made in favor the ordinary course of customs business in compliance with workers’ compensation, unemployment insurance and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due;other social security laws or regulations (other than ERISA); and (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, insurance policies and the property secured thereby, shall not be increased; and (n) Liens in favor proceeds thereof securing the financing of Borrower in the premiums with respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)thereto.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent and Liens in favor of the holders (or any agent, representative or trustee for such holders) of any Permitted Secured Debt, and Liens in favor of the holders (or any agent, representative or trustee for such holders) of any Refinancing Debt incurred in respect of such Permitted Secured Debt in compliance with the Refinancing Conditions (in each case, the priority of which shall be as provided for in the Intercreditor Agreement or shall be more favorable to Agent and Secured Parties); (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising and similar contractual Liens, which are not perfected and arise in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) no enforcement action (including foreclosure) is being taken with respect to such Lien or against the Collateral subject to such Lien, and (iii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as long as such a result of progress payments under government contracts or Liens are at all times junior to Agent's Liens and are required or provided by lawin favor of issuers of surety bonds; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens affecting the fee title of any leased Real Estate, warehousemen'swhich are created by a party other than an Obligor; (k) encumbrances arising under leases, landlord'ssubleases, mechanicslicenses or sublicenses of Real Estate that do not, materialmen'sin the aggregate, repairmen's materially detract from the value of such Real Estate or other like Liens arising interfere with the ordinary conduct of the business conducted and proposed to be conducted at such Real Estate; (l) financing statements with respect to a lessor’s rights in and to personal property leased to such Person in the Ordinary Course of Business that secure obligations that are not overdue for of such Person other than through a period of more than 30 days or are being Properly ContestedCapital Lease; (km) Liens securing the Debt that is permitted under Section 9.2.1(f10.2.1(f); , but only on the Subsidiary or assets so acquired and improvements, repairs, additions, attachments and accessions thereto, parts, replacements and substitutions therefor, and products and proceeds thereof; (n) Liens securing Debt permitted under Section 10.2.1(k)(i), provided that such Liens are at all times limited to securing only the unpaid premiums under the applicable insurance policy and the only property subject to such Lien is the terms policy financed; (o) Liens securing obligations in an aggregate amount not to exceed $3,000,000 at any time; (p) Liens resulting from the deposit of funds or evidences of Debt in trust for the Intercreditor purpose of defeasing or discharging Debt of a Borrower or a Subsidiary so long as such defeasance or discharge is otherwise permitted under this Agreement; (lq) non-exclusive Licenses or sub-Licenses granted by any Obligor in the Ordinary Course of Business; (r) Liens attaching solely to xxxx xxxxxxx money deposits or installment payments in connection with any letter of intent or purchase agreement in connection with a Permitted Acquisition; (s) Liens arising by operation of law under Article 2 of the UCC in favor of reclaiming seller of goods or buyer of goods; (t) Liens arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement; (u) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mv) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement any modifications, replacements, renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Debt permitted under Section 10.2.1, and (B) proceeds and products thereof, and (ii) the replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Debt, is permitted by Section 10.2.1; (w) Liens on upon specific items of Inventory or other goods and proceeds of any Borrower or Subsidiary securing such Borrower or Subsidiary’s obligation 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; (x) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business; (y) Liens encumbering property or assets under construction arising from progress or partial payments by a customer of any Borrower or Subsidiary relating to such property or assets; (z) with respect to real Property owned by any Borrower or Subsidiary, Liens encumbering any leases or subleases of real Property leased to a third party and not incurred in connection with Debt, which do not materially distract from the use of the property subject thereto and that do not, in the aggregate, impair in any material respect the ordinary conduct of the business of the Borrowers and Subsidiaries, taken as a whole; (aa) Liens (i) on advances of cash, Cash Equivalents or Foreign Cash Equivalents in favor of the seller of any asset to be acquired by any Borrower or Subsidiary to be applied against the purchase price for such Liensassets or (ii) consisting of an agreement to dispose of property in a disposition permitted hereunder; (bb) Liens securing Debt permitted under Section 10.2.1(m), but only to the extent provided that the amount of debt secured thereby, and the property secured thereby, such Liens shall not be increased; andsecured by any ABL Priority Collateral or any Property that is part of or included in the Borrowing Base unless, in each case, such Lien is subordinated in right of security to the Obligations pursuant to subordination or similar provisions in form and substance acceptable to Agent; (ncc) Liens on assets of Foreign Subsidiaries securing Debt permitted under Section 10.2.1(r); (dd) Liens securing the Term Loan B Facility and any Refinancing Debt in favor respect thereof in compliance with the Refinancing Conditions (the priority of Borrower which shall be as provided for in the Intercreditor Agreement or shall be more favorable to Agent and Secured Parties); (i) pledges or deposits in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the Ordinary Course of Business securing liability for reimbursement or indemnification obligations of (including obligations in respect of its consignment interests encumbering its Consigned Inventory (as defined in letters of credit or bank guarantees for the Revolver Loan Agreement).benefit of) insurance carriers providing property, casualty or liability insurance to the Borrowers or any Subsidiaries;

Permitted Liens. CreateThe Borrower will not, incurnor will the Borrower permit any of its Subsidiaries to, assume (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under the Uniform Commercial Code income or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtorprofits therefrom; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); transfer any of such property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) Liens for Taxes not yet due acquire, or being Properly Contested; agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business suffer to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue exist for a period of more than 30 thirty (30) days after the same shall have been incurred any Indebtedness or are being Properly Contestedclaim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; or (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the definition of the term “Indebtedness,” with or without recourse; provided that the Borrower or any of its Subsidiaries may create or incur or suffer to be created or incurred or to exist: (i) Liens in favor of the Borrower on all or part of the assets of Subsidiaries of the Borrower securing Indebtedness owing by Subsidiaries of the Borrower to the Borrower; (kii) Liens securing to secure taxes, assessments and other government charges in respect of obligations not overdue or being contested in good faith or Liens on properties to secure claims for labor, materials or supplies in respect of obligations not overdue or being contested in good faith; (iii) deposits or pledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (iv) Liens on properties in respect of judgments or awards that have been in force for less than the Debt applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties, in existence less than 120 days from the date of creation thereof in respect of obligations not overdue or being contested in good faith; (vi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and ​ irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens, provided that none of such Liens (A) interferes materially with the use of the property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, and (B) individually or in the aggregate have a Material Adverse Effect; (vii) Liens existing on the date hereof and listed on Schedule 8.2 hereto; (viii) (i) Liens to secure Capitalized Lease obligations of the type and amount permitted by §8.1(c), so long as such Liens cover only the property subject to such Capitalized Leases, and (ii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §8.1(c), incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired to the extent of the amount borrowed; (ix) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (x) Liens in favor of the counterparties under any Interest Rate Agreements not to exceed $10,000,000 in the aggregate; (xi) purchase money liens on personal property or mortgage liens on real property of a Person existing at the time such Person is permitted under Section 9.2.1(f)merged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a wholly-owned Subsidiary of the Borrower in compliance with §8.5.1; provided that such Liens are at all times were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those subject to such Liens and to the terms extent of the Intercreditor Agreementamount borrowed prior to such merger, consolidation or acquisition, and secure Indebtedness permitted by §8.1(n)(ii) (other than the assumption of seller paper); (lxii) Liens the replacement, extension or renewal (without increase in favor amount) of customs and revenue authorities arising any Lien permitted by clauses (vii) or (viii) of this §8.2.1 upon or in the same property theretofore subject thereto, so long as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts do not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject extend to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedcover any assets other than those being refinanced; and (nxiii) Liens on mortgage backed securities and other real estate related securities of Insurance Subsidiaries having an aggregate book value not in favor excess of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement$150,000,000 to secure Indebtedness permitted under Section 8.1(q).

Permitted Liens. CreateNeither the Parent nor the Borrower will, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Lien upon or with respect to on any of its Property, whether property or assets of any character now owned or hereafter acquiredacquired by it, file or authorize the filing under the Uniform Commercial Code assign or sell any Requirement of Law income or revenues (including accounts receivable) or rights in respect of any jurisdictionthereof, a financing statement except (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "being called “Permitted Liens"”): (a) Liens in favor of Agentcreated hereunder or under the other Loan Documents; (b) Liens securing Debt any Lien on any property or asset of the Parent or any Subsidiary of the Parent existing on the date hereof and set forth in Schedule 8.3.1, provided that is permitted under Section 9.2.1(c)(i) such Lien shall not apply to any other property or asset of the Parent or any Subsidiary of the Parent and (ii) such Lien shall secure only those obligations which it secures on the date hereof; (c) Liens imposed by any Governmental Authority for Taxes taxes, assessments or charges not yet due delinquent or which are being Properly Contestedcontested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Parent and Subsidiaries of the Parent in accordance with GAAP and which reserves shall be acceptable to the Administrative Agent; (d) statutory landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens, and vendors’ Liens (other than Liens for Taxes imposed by statute or imposed under ERISA) common law not securing the repayment of Indebtedness, arising in the Ordinary Course ordinary course of Businessbusiness which are not overdue for a period of more than sixty (60) days or which are being contested in good faith and by appropriate proceedings and Liens securing judgments (including, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contestedwithout limitation, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariespre-judgment attachments); (e) Liens incurred pledges or deposits made in the Ordinary Course of Business under worker’s compensation, unemployment insurance and other social security legislation and pledges or deposits to secure the performance of government bids, tenders, bidstrade contracts (other than for borrowed money), contractsleases (other than Capitalized Leases), utility purchase obligations, statutory obligations obligations, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawobligations of a like nature incurred in the ordinary course of business; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, restrictions and other similar charges encumbrances incurred in the ordinary course of business and encumbrances consisting of zoning restrictions, easements, licenses, restrictions on the use of Real Property or encumbrances on minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not, in the aggregate, materially detract from the value of the Real Estate, that do not secure Property of the Parent or any monetary obligation and do not Subsidiary of the Parent or materially interfere with the Ordinary Course ordinary conduct of Businessthe business of the Parent or any Subsidiary of the Parent; (g) Liens consisting of bankers’ liens and rights of setoff, in each case, arising by operation of law, and Liens on documents presented in letter of credit drawings; (h) Liens on Capital Assets, acquired, constructed or improved by the Parent or any Subsidiary of the Parent, provided that (i) such Liens secure Indebtedness (including Indebtedness with respect to Capitalized Leases) permitted by §8.2(c), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within ninety 90 days after such acquisition or the completion of such construction or improvement or were in effect at the time the Parent or a Subsidiary of the Parent acquired the assets or stock, (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 or its Subsidiaries; and (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f)Other nonconsensual Liens; provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the aggregate amount of debt obligations secured thereby, and the property secured thereby, shall thereby does not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)exceed $100,000 at any time.

Permitted Liens. Create, incur, assume Borrower shall not directly or suffer indirectly permit to exist any Lien upon or Liens with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under Collateral other than the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"):following: (a) Liens in favor of Agentfor taxes not yet due; (b) Liens securing Debt that is permitted under Section 9.2.1(cin favor of Agent (for the benefit of itself and the Lenders); (c) Liens for Taxes not yet due or being Properly Contested;and encumbrances, if any, set forth on Schedule 7.1; and (d) statutory Liens Subject to the limitations set forth in Section 7.7 and so long as there are no uncured Defaults or Events of Default, purchase money security interests granted by Borrower in connection with specific Capital Expenditures; provided, however, that the amount of the purchase money security interest shall not exceed one hundred (100%) percent of the purchase price of the asset being acquired and no asset of Borrower other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of acquired asset is used to secure the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries;purchase. (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tendersimposed by law such as mechanics’, bidsmaterialmens’, contractslandlords’ and warehousemen’s liens, statutory obligations and other similar obligations, as long as liens securing obligations incurred in the ordinary course of business which are not more than 45 days due or which are being contested in good faith; provided that (i) adequate reserves or other appropriate provisions are being maintained by the Borrower in accordance with GAAP; and (ii) Borrower shall immediately pay and satisfy such Liens Lien in the event there are at all times junior commenced enforcement proceedings which threaten forfeiture of any Collateral but may after paying and satisfying such Lien continue to Agent's Liens and are required or provided by law;prosecute any contest relating thereto. (f) Attachment or judgment Liens arising individually or in the Ordinary Course aggregate not in excess of Business an amount that would result in an Event of Default hereunder (exclusive of (a) any amounts that are subject duly bonded to the satisfaction of Agent in its discretion or (b) any amount adequately covered by insurance as to which the insurance company has acknowledged in writing its obligations for coverage); provided that (i) adequate reserves or other appropriate provisions are being maintained by the Borrower in accordance with GAAP; and (ii) Borrower shall immediately pay and satisfy such Lien Waiversin the event there are commenced enforcement proceedings which threaten forfeiture of any Collateral but may after paying and satisfying such Lien continue to prosecute any contest relating thereto; (g) Liens arising by virtue Easements, rights of a judgment or judicial order against Borrowers or their Subsidiariesway, or any Property restrictions and other similar encumbrances which in the aggregate do not materially interfere with the use of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liensthe real property encumbered thereby; (h) easements, rights-of-way, restrictions, covenants Any renewal or other agreements extension of record, any Lien referred to herein provided that the lien shall not be expanded to additional property and other similar charges or encumbrances on Real Estate, that do the debt secured thereby shall not secure any monetary obligation and do not interfere with the Ordinary Course of Businessbe increased; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collectionsubordinated pursuant to Subordination Agreements; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of real estate debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens permitted in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan AgreementSection 7.5(a).

Permitted Liens. CreateThe Issuer and each Guarantor shall not, incurand shall cause each Subsidiary not to, assume create or suffer to exist any Lien upon or with respect to any of its Propertyproperty or assets, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following Liens (collectively, "“Permitted Liens"”): (a) Liens in favor of Agentsecuring Debt and other obligations under the Senior Credit Facility and any Permitted Refinancing thereof, which Liens may rank senior to, pari passu with, or junior to, the Notes; provided, that such Liens, and the holders thereof and secured parties thereunder, shall be subject to the Intercreditor Agreement or other Acceptable Intercreditor Agreement; (b) Liens on Collateral to secure any (i) Notes, (ii) Secured Notes or (iii) any Debt incurred in accordance with Section 4.1 pursuant to the Permitted Refinancing of the foregoing; provided, that, in the case of foregoing clauses (i) and (iii) with respect to Notes, such Liens shall rank junior to the Liens securing Debt that is permitted under Section 9.2.1(c)the Secured Notes and, in the case of (ii) and (iii) with respect to Secured Notes, such Liens may rank senior to, pari passu with, or junior to, the Notes and, in each case, (x) such Liens shall rank junior to the Liens securing the Senior Credit Facility, and (y) such Liens, and the holders thereof and secured parties thereunder, shall be subject to the Intercreditor Agreement or other Acceptable Intercreditor Agreement; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory or common law Liens of landlords, sub-landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property real or personal property or materially impair operation of the business of Borrowers any the Issuer or their Subsidiariesany Subsidiary; (e) customary Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, surety, stay, customs, and appeal bonds, performance bonds, and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) pledges, deposits, or Liens arising in the Ordinary Course of Business that are subject in connection with (i) workers’ compensation, payroll taxes, unemployment insurance, and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Lien Waiversthe Issuer, any Guarantor or any of the Subsidiaries; (g) Liens arising by virtue of a judgment or judicial order against Borrowers the Issuer or their Subsidiariesany Guarantor, or any Property real or personal property of Borrowers the Issuer or their Subsidiariesany Guarantor, as long as such Liens are (i) judgment does not otherwise result in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liensan Event of Default under Section 5.1(vii); (h) easements, rights-of-way, restrictions, covenants encroachments, other survey defects or matters that would be shown by a current, accurate survey of physical inspection, and covenants, building codes, restrictions (including zoning restrictions), encroachments, licenses, protrusions, or other agreements of record, and other similar charges charges, encumbrances or encumbrances irregularities in title on Real Estate, Property imposed by law or arising in the Ordinary Course of Business that do not or could not reasonably be expected to materially detract from the value of the affected property nor secure any monetary obligation and do not interfere with the Ordinary Course business of Businessthe Issuer or the Guarantors in any material respect; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in securing Permitted Prior Debt (the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested“Permitted Prior Liens”); (k) Liens securing leases, licenses, subleases or sublicenses granted to others that do not (i) interfere in any material respect with the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms business of the Intercreditor AgreementIssuer or its Subsidiaries or (ii) secure any Debt; (l) Liens arising from UCC financing statements filed regarding (i) operating leases entered into by the Issuer or a Guarantor and (ii) goods consigned or entrusted to or bailed to a Person in the Ordinary Course of Business; (m) Liens in favor of customs and or revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods; (n) Liens solely on any Xxxx xxxxxxx money deposits made by the Issuer or a Guarantor or any Subsidiary in connection with any letter of intent or purchase agreement not prohibited by this Indenture; (o) Liens arising out of conditional sale, but only title retention, consignment or similar arrangements for sale of goods entered into by the Issuer or a Guarantor in the Ordinary Course of Business permitted by this Indenture; (p) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the Ordinary Course of Business and not for speculative purposes; (q) Xxxxx (i) on Cash advances in favor of the seller of any property to be acquired in an Investment permitted hereunder to be applied against the purchase price for such Investment and (ii) consisting of an agreement to Dispose of any property in an Asset Disposition permitted hereunder, to the extent that such Liens secure amounts not yet dueAsset Disposition would have been permitted on the date of the creation of such Xxxx; (mr) existing Liens shown ground leases in respect of real property on Schedule 9.2.2 and replacement which facilities owned or leased by the Issuer or any Guarantor are located; (s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto not to exceed the amount of such premiums in the Ordinary Course of Business; (t) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the Ordinary Course of Business; (u) deposits of Cash with the owner or lessor of premises leased and operated by the Issuer or any Guarantor to secure the performance of the Issuer’s or such Guarantor’s obligations under the terms of the lease for such premises in the Ordinary Course of Business; (v) Liens securing Permitted Purchase Money Debt or Debt incurred to purchase Equipment under Section 4.1(g); provided, that, (x) in each case, such Liens shall only attach to the assets financed with such Debt and (y) any Liens securing any New Miner Equipment Lender Debt and Permitted Refinancing thereof incurred in accordance with Section 4.1(c) shall be subject to a New Miner Equipment Intercreditor Agreement or an Acceptable Intercreditor Agreement, as applicable (any Liens incurred and outstanding in accordance with this clause (v), the “Permitted Purchase Money Liens”); (w) [Reserved.]; (x) any Lien on any assets acquired pursuant to any Permitted Acquisition (except any Equity Interests of any Person that becomes a Subsidiary pursuant to such Permitted Acquisition), if such Liens are required by the terms thereof to survive consummation of such Permitted Acquisition; provided, that, (i) such Lien was granted, incurred or otherwise came into existence (and was properly attached to such assets) prior to the time that such Permitted Acquisition was consummated, and (ii) such Lien was not granted, incurred or otherwise came into existence in connection with, or in contemplation of, such Permitted Acquisition; (y) Liens arising by operation of law in the United States under Article 2 of the UCC in favor of a reclaiming seller of goods or buyer of goods; (z) any Lien securing any Permitted Acquired Debt and attaching only on the assets acquired pursuant to the related Permitted Acquisition (except any Equity Interests of any Person that becomes a Subsidiary pursuant to such Permitted Acquisition); provided, that, (i) such Lien was granted, incurred or otherwise came into existence (and was properly attached to such assets) prior to the time that such Permitted Acquisition was consummated, and (ii) such Lien was not granted, incurred or otherwise came into existence in connection with, or in contemplation of, such Permitted Acquisition; (aa) other Liens incurred in the Ordinary Course of Business to secure Debt or other obligations of the Issuer or any Guarantor in an aggregate principal amount at any time outstanding not to exceed the greater of $10,000,0000 and 5.0% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period incurred in accordance with Section 4.1(x); provided, that (i) such Liens shall rank junior to the Liens securing the Notes and (ii) such Liens, and the Debt secured thereby (and the holders thereof) shall be subject to an Acceptable Intercreditor Agreement; (bb) Liens (which shall rank junior to the Liens securing the Notes) upon real or personal property leased in the Ordinary Course of Business under operating leases entered into in accordance with this Indenture by the Issuer or any of its Subsidiaries in favor of the lessor; provided, that, (i) such Liens shall have been created at the inception of such lease transaction, (ii) such Liens shall only secure obligations of the Issuer or any of its Subsidiaries under or in respect of such lease, and (iii) such Liens shall attach to or cover only the property subject to such Lienslease and improvements thereon; (cc) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the issuance of Debt, but (ii) relating to pooled deposit or sweep accounts of the Issuer or any of the Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in accordance with this Indenture in the Ordinary Course of Business of the Issuer or any of the Subsidiaries or (iii) relating to purchase orders and other agreements entered into in accordance with this Indenture with customers of any Subsidiary in the Ordinary Course of Business; (dd) Liens on Cash and Cash Equivalents securing reimbursement obligations under letters of credit permitted hereunder; (ee) [Reserved.]; (ff) Liens securing Mortgage Takeback Debt and M&M Lien Settlement Debt permitted under Section 4.1 and attaching only to the extent assets acquired or financed with the proceeds of such Mortgage Takeback Debt, or M&M Lien Settlement Debt, as applicable; (gg) Liens in connection with any zoning, building or similar requirement of law or right reserved to or vested in any Governmental Authority to control or regulate the use of any or dimensions of real property or the structure thereon; (hh) Liens on any assets of the Issuer or any Guarantor granted to secure Debt owing by it to the Issuer or another Guarantor incurred in accordance with Section 4.1(h); (ii) Liens on any assets of any Subsidiary that is not a Guarantor granted to secure Debt owing by such Subsidiary to the amount of debt secured thereby, and the property secured thereby, shall not be increasedIssuer or a Guarantor incurred in accordance with Section 4.1(l); and (njj) Liens securing Debt permitted under Section 4.1(aa). For the avoidance of doubt, notwithstanding anything else herein to the contrary, no Lien on any property or assets of the Issuer or a Guarantor (including any Permitted Lien or Permitted Prior Lien) shall rank pari passu with, or senior to, any Lien thereon granted in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory the Collateral Agent or otherwise securing the Notes except to the extent expressly permitted pursuant to this Section 4.2 (as defined in effect on the Revolver Loan AgreementIssue Date).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (ai) Liens in favor of Agent, (ii) any Lien securing Term Loan Obligations (and that are subject to the ABL/Term Loan Intercreditor Agreement) and (iii) PBGC Liens that are subject to the PBGC Intercreditor Agreement; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Loan Party or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Loan Party or their SubsidiariesSubsidiary, or any Property of Borrowers a Loan Party or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under by Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement;and (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mk) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)8.2.2.

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (ai) Liens in favor of Agent; (bii) Liens securing Debt that is permitted under Section 9.2.1(c); (ciii) Liens for Taxes not yet due or being Properly Contested; (div) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (ev) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (fvi) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gvii) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (hviii) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (iix) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (jx) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kxi) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lxii) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mxiii) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (nxiv) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).

Permitted Liens. Create, incur, assume or suffer Not permit to exist any Lien upon or with respect to any of its Property, whether assets now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "the “Permitted Liens"”): (a) Liens for current Taxes or Other Taxes not delinquent or Taxes being contested in favor of Agentgood faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained; (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, and other like statutory Liens arising in the ordinary course of business securing Debt that is permitted under Section 9.2.1(c)obligations which are not overdue for a period of more than thirty (30) days after receipt of notice thereof or which are being contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP are being maintained; (c) Liens for Taxes not yet due pledges or being Properly Contesteddeposits in connection with workers’ compensation, unemployment insurance and other social security legislation; (d) deposits to secure the performance of bids, trade contracts, leases, statutory Liens (obligations and other than Liens for Taxes or imposed under ERISA) arising obligations of a like nature incurred in the Ordinary Course of Business, and Liens upon real estate or fixtures not granted or created by Borrower, but only if (i) payment of the obligations secured thereby is not yet due which are created pursuant to or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesarising under local real estate law; (e) Liens incurred granted pursuant to the Security Agreement, the TMCL Pledge Agreement, or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations Guaranty and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawPledge Agreement; (f) Liens arising in securing indebtedness permitted under Section 6.13 on property other than the Ordinary Course Collateral; provided, however, that (i) for Liens securing Indebtedness permitted pursuant to Section 6.13(c), such Liens shall be on assets having a maximum net book value equal to one hundred and twenty-five percent (125%) of Business that are subject the Indebtedness permitted thereunder; and (ii) for Liens securing Indebtedness permitted pursuant to Lien WaiversSection 6.13(f), such Liens shall be on assets specifically released by Banks and Agent pursuant to the terms and conditions of Section 2.5; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) on Receivables Program Assets incurred in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liensconnection with Qualified Receivables Transactions; (h) easements, rights-of-way, restrictions, covenants Leases or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with subleases granted to third Persons in the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items arising from or related to precautionary UCC or like personal property security financing statements regarding leases entered into by the Borrower in the course Ordinary Course of collectionBusiness; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens pursuant to and securing the Debt that is permitted under Section 9.2.1(f); Vendor Debt, provided that (x) any such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but attach only to the extent assets so purchased, (y) the Vendor Debt secured by any such Liens secure amounts Lien does not yet due; exceed 100% of the purchase price (mincluding any fees or other expenses incurred in therewith) existing Liens shown on Schedule 9.2.2 and replacement Liens on of the property subject to being purchased at the time of the incurrence of such Liens, but only to the extent that the amount of debt secured therebyVendor Debt, and the property secured thereby, shall (z) such Vendor Debt is not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)overdue.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "Permitted Liens"“PERMITTED LIENS”): (a) Liens granted pursuant to the Security Documents and other Liens in favor of AgentLender; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)and Capital Lease Liens securing Permitted Capital Leases; (c) Liens for Taxes not yet past due or being Properly Contested; (d) ; statutory Liens, such as carriers’, warehousemen’s, materialmen’s, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens (other than Liens for Taxes or imposed under ERISAand Landlord’s and Lessor’s Liens) arising in the Ordinary Course ordinary course of Businessbusiness, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers the Borrower or their SubsidiariesSubsidiary; (ei) Liens incurred or deposits or pledges made in the Ordinary Course ordinary course of Business business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Lender’s Liens, and (ii) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Liens and are required or provided by lawfor Taxes; (fe) (i) landlords’ and lessors’ Liens in respect of rent not in default and (ii) Liens arising in the Ordinary Course ordinary course of Business business that are subject to Lien Waivers; (gf) Liens arising by virtue of a judgment or judicial order against Borrowers the Borrower or their Subsidiariesa Subsidiary, or any Property of Borrowers the Borrower or their Subsidiariesa Subsidiary, as long as such Liens are (i) in existence adequately bonded and any appropriate legal proceedings which may have been duly initiated for less than 20 consecutive days the review of such judgment have not been finally terminated or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) the period within which the proceedings may be initiated has not expired; easements, rights-of-way, restrictions (including zoning restrictions), covenants covenants, licenses, encroachments, protrusions or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation Debt and do not interfere with the Ordinary Course ordinary course of Business; (i) business; normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and and existing Liens shown on Schedule 10.2.2 and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (ji) carriers'except as permitted by Section 10.2.1, warehousemen'sdoes not secure an aggregate amount of Debt, landlord'sif any, mechanicsgreater than that secured on the Closing Date and (ii) is not expanded beyond the property or categories of property subject thereto on the Closing Date; leases or subleases of the properties of the Borrower or a Subsidiary granted by such Person to third parties, materialmen's, repairmen's or other like Liens arising in each case entered into in the Ordinary Course ordinary course of Business that business so long as such leases or subleases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of the Borrower or a Subsidiary or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto; bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Borrower or a Subsidiary, in each case granted in the ordinary course of business in favour of the bank or banks or security intermediary with which such accounts are maintained, securing amounts owing to such bank or securities intermediary including 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 obligations that are not overdue for a period (either directly or indirectly) the repayment of more than 30 days or are being Properly Contestedany Debt; (kg) Liens securing on fixed assets acquired in connection with a Permitted Acquisition so long as such Liens were existing at the time of such Acquisition by a Borrower or Subsidiary and were not incurred, extended or renewed in contemplation of such Acquisition; provided that (i) the Debt that secured by such Lien is permitted under Section 9.2.1(f); provided that such Liens are at all times subject 10.2.1, (ii) the Lien shall attach solely to the terms property acquired, and (iii) at the time of acquisition of such fixed assets, the Intercreditor Agreementaggregate amount remaining unpaid on all Debt secured by Liens on such fixed assets whether or not assumed by a Borrower or Subsidiary shall not exceed an amount equal to the fair market value at the time of acquisition of such fixed assets; (lh) Liens in favor favour of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mi) existing Liens shown on Schedule 9.2.2 and replacement securing Refinancing Debt permitted sxxxxx Section 10.2.1; (j) Liens on the property subject to of and Equity Interests in a Foreign Subsidiary securing Debt of such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; andForeign Subsidiary permitted under Section 10.2.1(h); (nk) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory the UK Lease Deposit; and Liens incidental to the conduct of the business or the ownership of the assets of the Borrower or a Subsidiary that (as defined x) were not incurred in connection with Borrowed Money, (y) do not in the Revolver Loan Agreement)aggregate materially detract from the value of the assets subject thereto or materially impair the use thereof in the operation of such business and (z) do not secure obligations aggregating in excess of $200,000.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory Liens (other than including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and landlord’s Liens but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than 30 days or is being Properly Contested; provided, however, that a reserve or other appropriate provisions shall have been made therefor, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases (whether operating leases or Capital Leases), trade contracts (except those relating to Borrowed Money), statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, surety, customs, stay and appeal bonds, performance and return of money bonds, and other similar obligations, or arising as a result of progress payments under government contracts, as long as as, in the case of any such Liens that are on any asset or property that constitutes Collateral, such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary other than an attachment or judgment Lien constituting an Event of Default under Section 11.1(h), as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) in the case of any such Liens that are on any asset or property that constitutes Collateral, at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's leases or other like Liens arising subleases of Real Estate granted to third parties in the Ordinary Course of Business that secure obligations that are and not overdue for a period interfering in any material respect with the ordinary conduct of more than 30 days business by any Borrower or are being Properly ContestedSubsidiary; (k) Liens securing the Debt that is any interest or title of a lessor or sublessor under any operating lease or Capital Lease permitted under by Section 9.2.1(f10.2.1(n) and Section 10.2.1(o); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goodsgoods in the Ordinary Course of Business; (m) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate; (n) licenses of patents, but only trademarks and other intellectual property rights granted by any Borrower or Subsidiary in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business by any Borrower or Subsidiary; (o) Liens created under the Sale and Leaseback Transactions permitted under Section 10.2.20, provided that any such Liens do not at any time encumber any Property other than the Property which is the subject of such Sale and Leaseback Transaction; and (p) the Investments permitted under clause (f) of the definition of the term “Restricted Investments”, to the extent such Liens secure amounts not yet dueInvestments constitute Liens; (mq) Liens created after the Closing Date on any Real Estate, fixtures and/or Equipment (other than Equipment subject to Purchase Money Liens permitted hereunder) owned or acquired by any Borrower or Subsidiary securing Debt permitted by Section 10.2.1(l) as long as Agent shall have received such access and other customary intercreditor agreements with the holders of such Debt or their agents (on behalf of such holders), all in form and substance satisfactory to Agent, in its sole discretion, as Agent may request; and (r) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. CreateThe Borrower will not, incur, assume and will not permit any of its Subsidiaries to: (a) create or incur or suffer to be created or incurred or to exist any Lien upon or with respect to any of its Property, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom; (b) transfer any of such property or assets or the Uniform Commercial Code income or any Requirement profits therefrom for the purpose of Law subjecting the same to the payment of Indebtedness or performance of any jurisdictionother obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money security agreement, device or arrangement; (d) suffer to exist for a financing statement period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against it that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be given any priority whatsoever over its general creditors; and (e) sell, assign, pledge or otherwise transfer any “receivables” as defined in clause (g) of the equivalent thereof) definition of the term “Indebtedness,” with or without recourse; provided that names it the Borrower or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder may create or incur or suffer to file such financing statement (be created or the equivalent thereof) other than, as incurred or to all of the above, the following (collectively, "Permitted Liens"):exist: (ai) Liens in favor of Agentthe Borrower on all or part of the assets of any Subsidiary of the Borrower securing Indebtedness owing by such Subsidiary of the Borrower to the Borrower; (bii) Liens securing Debt that is permitted under Section 9.2.1(c)to secure taxes, assessments and other government charges in respect of obligations not overdue or Liens on properties to secure claims for labor, material or supplies in respect of obligations not overdue; (ciii) Liens for Taxes not yet due deposits or being Properly Contestedpledges made in connection with, or to secure payment of, workmen’s compensation, unemployment insurance, old age pensions or other social security obligations; (div) statutory Liens on properties in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or any Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (v) Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens on properties in respect of obligations not overdue by more than 30 days or which are being contested in good faith and by appropriate proceedings; provided, that none of such Liens (other than Liens for Taxes or imposed under ERISAx) arising interferes materially with the use of such property affected in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation ordinary conduct of the business of Borrowers the Borrower and its Subsidiaries, or their Subsidiaries(y) individually or in the aggregate have a Material Adverse Effect; (evi) encumbrances on Real Estate consisting of easements, rights of way, zoning restrictions, restrictions on the use of real property and defects and irregularities in the title thereto, landlord’s or lessor’s liens and other minor Liens; provided, that none of such Liens (x) interferes materially with the use of such property affected in the ordinary conduct of the business of the Borrower and its Subsidiaries, or (y) individually or in the aggregate have a Material Adverse Effect; (vii) Liens (A) existing on the date hereof and listed on Schedule 9.2 hereto, or (B) securing any extension, renewal or replacement of any obligations secured by any such Lien; provided, that (x) in respect of Liens permitted pursuant to clause (A) hereof, no such Lien shall encumber any additional property and the amount of Indebtedness secured by such Lien is not increased from that existing on the Closing Date (as such Indebtedness may have been permanently reduced subsequent to the Closing Date), and (y) in respect of Liens permitted pursuant to clause (B) hereof, such Lien shall only cover the same assets which originally secured the obligations being extended, renewed or replaced; (viii) purchase money security interests in or purchase money mortgages on real or personal property acquired after the date hereof to secure purchase money Indebtedness of the type and amount permitted by §9.1(c) or Liens arising in connection with Capitalized Leases permitted by §9.1(c), in each case incurred in connection with the acquisition of such property, which security interests or mortgages cover only the real or personal property so acquired; (ix) Liens on each Mortgaged Property as and to the extent permitted by the Mortgage applicable thereto; (x) Liens in favor of the Administrative Agent for the benefit of the Lenders and the Administrative Agent under the Loan Documents; (xi) any interest or title of a lessor in connection with a Permitted Acquisition or any operating lease entered into by the Borrower or any Restricted Subsidiary in the ordinary course of its business and covering only the assets so leased; (xii) Liens arising by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depository institution; (xiii) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractstrade contracts (other than for borrowed money), leases, statutory obligations obligations, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawobligations of alike nature incurred in the ordinary course of business securing obligations not exceeding $2,500,000 in the aggregate; (fxiv) Liens arising in the Ordinary Course ordinary course of Business that are subject to Lien Waiversbusiness out of consignment or similar arrangements for the sale of goods securing obligations not exceeding $100,000 in the aggregate; (gxv) Liens arising by virtue securing Indebtedness described in §9.1(l); (xvi) [Intentionally Omitted]; (xvii) Liens consisting of a judgment or judicial order against Borrowers or their Subsidiariesthe licensing of intellectual property in the ordinary course of business and consistent with past practices, or any Property of Borrowers or their Subsidiariesincluding, as long as such Liens are without limitation, (i) in existence for less than 20 consecutive days or being Properly Contestedthat certain License Agreement between Borrower and Friendly’s Realty I, LLC, a Delaware limited liability company, (ii) that certain License Agreement between Borrower and Friendly’s Realty II, LLC, a Delaware limited liability company, (iii) that certain License Agreement between Borrower and Friendly’s Realty III, LLC, a Delaware limited liability company, and (iiiv) at all times junior that certain Security and License Agreement between the Borrower and GE Capital Franchise Finance Corporation; provided, that the use of such licenses shall be limited to Agent's Liensthe Units subject to, and on which Liens have been granted in connection with, the FFCA Mortgage Financing; (hxviii) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; Liens (iA) normal and customary rights of setoff upon deposits in favor of depository institutionsthe SPVs granted by the Borrower pursuant to the FFCA Master Leases and (B) in favor of GECC granted by the Borrower pursuant to the FFCA Amended and Restated Master Lease, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are each case at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedSecurity Interest Subordination Agreements; and (nxix) Liens not otherwise permitted hereunder in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)an aggregate amount not to exceed $10,000.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory Liens (other than including carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and landlord’s Liens but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than 30 days or is being Properly Contested; provided, however, that a reserve or other appropriate provisions shall have been made therefor, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases (whether operating leases or Capital Leases), trade contracts (except those relating to Borrowed Money), statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, surety, customs, stay and appeal bonds, performance and return of money bonds, and other similar obligations, or arising as a result of progress payments under government contracts, as long as as, in the case of any such Liens that are on any asset or property that constitutes Collateral, such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary other than an attachment or judgment Lien constituting an Event of Default under Section 11.1(h), as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) in the case of any such Liens that are on any asset or property that constitutes Collateral, at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's leases or other like Liens arising subleases of Real Estate granted to third parties in the Ordinary Course of Business that secure obligations that are and not overdue for a period interfering in any material respect with the ordinary conduct of more than 30 days business by any Borrower or are being Properly ContestedSubsidiary; (k) Liens securing the Debt that is any interest or title of a lessor or sublessor under any operating lease or Capital Lease permitted under by Section 9.2.1(f10.2.1(n) and Section 10.2.1(o); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties in connection with the importation of goodsgoods in the Ordinary Course of Business; (m) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate; (n) licenses of patents, but only trademarks and other intellectual property rights granted by any Borrower or Subsidiary in the Ordinary Course of Business and not interfering in any material respect with the ordinary conduct of business by any Borrower or Subsidiary; (o) Liens created under the Sale and Leaseback Transactions permitted under Section 10.2.20, provided that any such Liens do not at any time encumber any Property other than the Property which is the subject of such Sale and Leaseback Transaction; provided, further, that no such Liens encumber any Excluded Real Estate; (p) the Investments permitted under clause (f) of the definition of the term “Restricted Investments”, to the extent such Liens secure amounts not yet dueInvestments constitute Liens; (mq) Liens created on the Toro Purchased Accounts pursuant to the Toro AR Purchase Agreement; and (r) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers Borrower or their Subsidiariesany Subsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers Borrower or their Subsidiariesany Subsidiary, or any Property of Borrowers Borrower or their Subsidiariesany Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedshown on Schedule 10.2.2; (k) Liens securing industrial revenue or pollution control bonds issued by Borrower; provided, however, that (a) the aggregate principal amount of Debt that is permitted under Section 9.2.1(f); provided that secured by such Liens are at all times subject to shall not exceed the terms lesser of cost or fair market value, as determined in good faith by the board of directors or other governing body of Borrower, of the Intercreditor Agreementassets or property so financed, and (b) such Liens shall not encumber any property or assets of Borrower or any Subsidiaries other than the assets or property so financed; (l) Liens incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the Ordinary Course of Business; (m) any interest or title of a lessor or sublessor under any lease permitted hereunder; (n) Liens solely on any xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted hereunder; (o) 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; (p) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property not materially detracting from the value of such real property; (q) licenses of patents, trademarks and other intellectual property rights granted by Borrower or any of its Subsidiaries in the Ordinary Course of Business and not interfering in any respect with the ordinary conduct of the business of Borrower or such Subsidiary; (r) Liens incurred in the Ordinary Course of Business on deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of Debt); (s) Liens in favor of customs and revenue authorities arising as a matter of law which and in the Ordinary Course of Business to secure payment of customs duties in connection with the importation of goods; (t) Liens (other than Liens on Collateral) securing the Existing 2018 Senior Secured Notes so long as any such Liens are subject to (x) that certain Collateral Access Agreement, but only dated as of November 20, 2012, between the Agent and U.S. Bank National Association, as collateral agent for the holders of the Existing 2018 Senior Secured Notes, and acknowledged and agreed to by the Borrower and Holdings, or (y) any other access agreement in form and substance reasonably acceptable to Agent; and (u) other Liens (i) on assets of Borrower or any Guarantor (other than Liens on Collateral) securing Debt in an aggregate principal amount not to exceed $650,000,000 at any time outstanding so long as any such Liens shall be subject to an intercreditor agreement, in form and substance reasonably acceptable to Agent, (ii) on assets of any Subsidiary of Borrower which is not an Obligor to the extent such Liens secure amounts not yet due; Debt of such Subsidiary that is permitted under Section 10.2.1 hereof or (miii) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens Equity Interests in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)joint ventures.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (including statutory Liens of landlords and Liens of carriers, warehousemen, mechanics and materialmen and other than Liens imposed by law, but excluding Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, surety or appeal bonds, performance bonds and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising out of pledges or deposits of cash in the Ordinary Course of Business under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation; (g) statutory Liens of suppliers imposed by law or pursuant to customary reservations or retentions of title, provided that: (i) such Liens do not attach to Collateral with a value of more than $250,000 at any time, (ii) such Liens arise in the Ordinary Course of Business, and (iii) any such Liens are not perfected and are subordinated under law to the Liens in favor of Agent; (h) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gi) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (hj) easements, reservations, rights-of-way, restrictions, survey exceptions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (ik) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (kl) any interest of title of a lessor under, and Liens securing the Debt that is arising from UCC financing statements (or equivalent filings, registrations or agreements in foreign jurisdictions) relating to, leases permitted under Section 9.2.1(f); provided that by this Agreement; (m) so long as such Liens are at all times subject to the terms of the Intercreditor Agreement, Liens securing (i) Senior Notes Refinancing Debt, (ii) Debt permitted under Section 10.2.1(s), (iii) Debt permitted under Section 10.2.1(t) and (iv) Debt permitted under Section 10.2.1(u); (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mn) existing Liens shown on Schedule 9.2.2 and replacement 10.2.2; (o) Liens on the property arising in connection with Capitalized Leases permitted under Section 10.2.1(l); (p) Liens securing Debt permitted under Section 10.2.1(d), provided that such Liens shall be subject to such Liens, but only an intercreditor agreement in form an substance acceptable to the extent Required Lenders and shall be junior in priority to the Liens securing the Obligations; (q) Liens in respect of judgments that do not otherwise cause a Default or Event of Default; (r) leases or subleases of Real Estate granted to others not interfering in any material respect with the amount business of debt secured thereby, and the property secured thereby, shall not be increasedany Borrower or Guarantor; and (ns) other Liens securing Debt in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)an aggregate amount not to exceed $100,000.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) non-consensual, possessory or statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien WaiversXxxxxxx; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) Liens on assets of Universal to secure Debt under the Overdraft Facility; (j) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) other Liens securing existing on the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs date hereof and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agentthe Agent or any Lender securing the Obligations; (b) Purchase money Liens securing or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof; (c) Liens incurred or deposits made in connection with the 60 Xxxxxx Letter of Credit, but only up to the amount of the 60 Xxxxxx Letter of Credit; (d) Liens for Taxes not yet due or being Properly Contested; (de) statutory Liens (other than Liens for Taxes arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or imposed under ERISA) arising suppliers, incurred in the Ordinary Course of BusinessBusiness and not in connection with the borrowing of money, but only if and which Liens either (i) payment of the obligations secured thereby is are for sums not yet due delinquent, or is (ii) are being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (ef) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to the Agent's ’s Liens, provided that the aggregate amount of liability secured by such Liens and are required or provided by law; (f) Liens arising does not exceed $250,000 in the Ordinary Course of Business that are subject to Lien Waiversaggregate at any time outstanding; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (jh) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's Liens incurred or other like Liens arising deposits made in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation workers’ compensation, unemployment insurance and other types of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)social security.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentAgent securing the Obligations; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (ia) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (iib) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Credit Party or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business in connection with workers compensation, unemployment or other insurance obligations, or to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawa result of progress payments under government contracts; (f) Liens of landlords, carriers, warehousemen, mechanics, repairmen, workmen and materialmen and other similar Liens arising in the Ordinary Course of Business for (i) amounts not yet overdue and (ii) amounts that are overdue and that are being Properly Contested; (g) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue of a judgment or judicial order (to the extent, and for so long as, such judgments and orders do not, individually or in the aggregate constitute an Event of Default under Section 11.1(g)) against Borrowers any Credit Party or their SubsidiariesSubsidiary (including with respect to any appeal bonds), or any Property of Borrowers a Credit Party or their SubsidiariesSubsidiary, as long as such Liens are (ia) in existence for less than 20 consecutive days or being Properly Contested, and (iib) at all times junior to Agent's ’s Liens; (hi) easements, rights-of-way, restrictionsrestrictions (including municipal and zoning ordinances, building and other land use laws and regulations imposed by any governmental authority which are not violated in any material respect by existing improvements, structures, facilities or buildings or the present use of any real property), covenants or other agreements of record, conditions, licenses, encroachments, protrusions and other similar charges or encumbrances on Real EstateEstate and other minor defects or irregularity in title, that do not secure any monetary obligation and do not materially interfere with the Ordinary Course of Business; (ij) normal and customary Liens and rights of setoff upon deposits in favor of depository institutionsinstitutions existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by a Borrower, in each case granted in the ordinary course of business in favor of such depository institutions with which such accounts are maintained, securing amounts owing to such depository institutions with respect to cash management, automated clearing house transfers and operating account arrangements, and Liens of a collecting bank arising under Section 4-210 of the UCC on Payment Items in the course of collection; and; (jk) carriers'existing Liens shown on Schedule 10.2.2; (l) Liens on securities which are subject to repurchase agreements as contemplated in the definition of “Cash Equivalents”; (m) Liens on xxxxxxx money deposits of cash or cash equivalents made by or received by the Credit Parties in connection with any Permitted Acquisition or Permitted Asset Disposition; (n) Liens securing Refinancing Debt, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like to the extent such Liens arising are permitted hereunder with respect to the Debt subject to such permitted refinancing; (o) 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 that secure obligations that are not overdue for a period of more than 30 days or are being Properly ContestedBusiness; (kp) any interest or title of a lessor, sublessor, licensor or licensee (and any underlying lessor, sublessor, licensor or licensee) under any lease, license or similar agreement entered into by any Credit Party in the Ordinary Course of Business, including any sale leaseback transaction permitted hereunder; (q) Liens securing on property of a Person existing at the time such Person becomes a Subsidiary or at the time is merged into or consolidated with any Credit Party in a Permitted Acquisition; provided that (x) any Debt that is secured by such Liens is permitted to exist under Section 9.2.1(f); 10.2.1(f) and (y) such Liens were not created in contemplation of such merger, consolidation or investment and do not extend to (i) Accounts or Inventory or (ii) any other assets other than those of the Person merged into or consolidated with such Credit Party or acquired by such Credit Party; (r) Liens on property other than Accounts or Inventory of any Credit Party securing any of their Debt or their other liabilities provided that the aggregate amount of all such Debt and other liabilities not exceed $1,000,000 at any time; (s) Liens on assets of Permitted Joint Venture Subsidiaries in favor of Borrowers or Guarantors, which at all times are evidenced by Joint Venture Notes and liens on assets of a Borrower or Guarantor securing obligations owing by such Borrower or Guarantor to any other Borrower or Guarantor which are at all times subject to a deep subordination agreement acceptable to the terms of the Intercreditor AgreementAgent in its sole discretion; (lt) rights of debit or withdrawal against the Recourse Account in favor of the card issuer under an Approved Private Label Credit Card Program; (u) Liens on proceeds or refunds due under insurance policies in connection with the financing of premiums due thereunder; and (v) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to Term Loan Agent or any other Term Loan Lender securing the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Term Loan Agreement)Obligations.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"): ”): (a) Liens in favor of Agent; ; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c); Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; ; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their Subsidiaries; Subsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by law; ; (f) Liens arising in the Ordinary Course of Business and, to the extent that any such Liens encumber Collateral that is included in the Borrowing Base or books and records related thereto, that are subject to Lien Waivers; Waivers or a Rent and Charges Reserve; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary (or Liens securing any appeal or other surety bonds relating to such judgments), as long as such Liens are (i) to the extent not securing any appeal or other surety bonds relating to such judgments, in existence for less than 20 consecutive days or being Properly Contested, and (ii) and, to the extent the property encumbered by such Liens constitutes Collateral, at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).-60-

Permitted Liens. Create, incur, assume Create or suffer permit to exist any Lien upon or with respect to on any of its Property, whether now owned or hereafter acquired, file or authorize property except for the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, following by a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all member of the above, Consolidated Group (the following (collectively, "“Permitted Liens"”): (a) Liens and other encumbrances arising from attachments or similar proceedings, pending litigation, judgments or taxes or assessments or government charges in favor of Agentany such event whose validity or amount is being contested in good faith by appropriate proceedings and for which adequate reserves have been established and are maintained in accordance with GAAP, or taxes and assessments which are not due and delinquent; (b) Liens securing Debt that is permitted under Section 9.2.1(c)of carriers, warehousemen, mechanics and materialmen and other like Liens and Liens imposed by law, arising in the ordinary course of business, for amounts not yet due or which are being contested in good faith by appropriate proceedings and as to which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (c) Liens for Taxes not yet due pledges or being Properly Contesteddeposits made in connection with workmen’s compensation, employee benefit plans, unemployment or other insurance, old age pensions, or other Social Security benefits; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their SubsidiariesPermitted Mortgages; (e) Liens incurred equipment leases or deposits made other operating leases in the Ordinary Course ordinary course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawbusiness; (f) impact Liens arising in the Ordinary Course of Business that are subject to Lien Waiversrequired by applicable Governmental Authorities; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior with respect to Agent's LiensCDD Obligations; (h) easements, rights-of-way, restrictions, covenants or other agreements easements and restrictions of record, and other similar charges or encumbrances on Real Estate, that do not secure record customary in any monetary obligation and do not interfere with of the Ordinary Course of BusinessCore Businesses; (i) normal restrictions and customary rights easements in connection with an acquisition permitted under Section 7.05 as to a member of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; andConsolidated Group; (j) carriers'Liens in favor of Administrative Agent, warehousemen's, landlord's, mechanics, materialmen's, repairmen's the Lenders or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days Collateral Agent under or are being Properly Contestedpursuant to this Agreement; (k) Liens securing the Debt that is Indebtedness permitted under Section 9.2.1(f7.01(a); (l) Liens securing Indebtedness permitted under Section 7.01(b); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, and (ii) the Indebtedness secured thereby does not exceed one hundred percent (100%) of cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition; (m) Liens securing Indebtedness permitted under Section 7.01(c); provided that such Liens are exist at all times subject to the terms time the relevant asset or Person is acquired by, or merged or consolidated with, the applicable member of the Intercreditor AgreementConsolidated Group; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens with respect to the Indebtedness allowed under Sections 7.01(e) and (f); (o) contractual or statutory Liens of landlords and Liens of suppliers (including sellers of goods) and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business; (p) rights of setoff or bankers’ liens upon deposits of cash in favor of Borrower in respect banks or other depository institutions whether arising by contract or operation of its consignment interests encumbering its Consigned Inventory (as defined law, incurred in the Revolver Loan Agreementordinary course of business so long as such deposits are not intended to be collateral for any obligations; (q) Liens arising from precautionary UCC financing statements regarding operating leases; (r) Liens encumbering customary initial deposits, and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case, incurred in the ordinary course of business; and (s) Liens which arise under Article 4 of the UCC on items in collection and documents and proceeds related thereto. Without limiting the foregoing, Borrower shall not, nor shall it permit any member of the Consolidated Group to, directly or indirectly (a) create or permit to exist any Lien on any assets or property of any member of the Consolidated Group to secure any Senior Unsecured Debt (other than the Obligations), or (b) create or permit to exist any Lien on any assets or property of any member of the Consolidated Group to secure any Indebtedness then not securing such Indebtedness. The provisions of the foregoing sentence are not intended to restrict the Consolidated Group from incurring or permitting to exist Liens permitted by Section 7.02(l). (p) Section 7.04 is hereby amended to add the following as Section 7.04(c):

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due and payable or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, leases, statutory obligations and other similar obligations, including customs and revenue authorities to secure payment of customs duties in connection with the importation of goods, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as (i) such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Lienssuch judgment or judicial order does not constitute an Event of Default hereunder; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts and Inventory) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) the interests of lessors under operating leases and non-exclusive licensors under license agreements; (l) Liens on amounts deposited to secure any Obligor’s and its Subsidiaries’ reimbursement obligations with respect to surety, landlord's, mechanics, materialmen's, repairmen's performance or other like appeal bonds obtained in the Ordinary Course of Business; (m) Liens arising that are replacements of Permitted Liens to the extent that the original Debt is the subject of permitted Refinancing Debt and so long as the replacement Liens only encumber those assets that secured the original Debt; (n) Liens granted in the Ordinary Course of Business that secure obligations that are not overdue for a period on the unearned portion of more than 30 days or are being Properly Contested; (k) Liens insurance premiums securing the Debt that financing of insurance premiums to the extent the financing is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement10.2.1; (lo) Liens granted to Windsor Mortgagee in respect of the Windsor Real Property pursuant to the Windsor Mortgage; (p) Liens arising from UCC financing statement filings regarding operating leases entered into by Obligor and its Subsidiaries in the Ordinary Course of Business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by Obligor or any of its Subsidiaries in the ordinary course of business; (r) 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; (s) customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement in respect of Debt permitted under Section 10.2.1; (t) Liens in favor of customs credit card processors granted in the Ordinary Course of Business and revenue authorities arising as a matter securing obligations not in excess of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due$1,000,000; (mu) Liens on Factored Accounts in favor of the applicable factor; (v) other Liens which do not secure Debt for Borrowed Money, letters of credit, Swaps or Cash Management Services and as to which the aggregate amount of the obligations secured thereby does not exceed $10,000,000; (w) cash collateral securing the Outstanding Letters of Credit not exceeding the aggregate amount of $5,911,713; and (x) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only 10.2.2 to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Disclosure Letter.

Permitted Liens. Create, incur, assume or suffer to exist any Lien upon or with respect to on any of its PropertyProperties or revenues, whether now owned or hereafter acquired, file or authorize other than the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"):following: (a) Liens in favor of Agentthe Lender pursuant to any Loan Document; (b) Liens securing Debt that is permitted under Section 9.2.1(c)for taxes, assessments or governmental charges or levies not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (c) statutory Liens for Taxes of landlords and Liens of carriers, warehousemen, mechanics, materialmen and suppliers and other Liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that such Liens secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being Properly Contestedcontested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established; (d) statutory Liens (other than Liens for Taxes pledges or imposed under ERISA) arising deposits in the Ordinary Course ordinary course of Businessbusiness in connection with workers' compensation, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, unemployment insurance and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesother similar benefits; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractstrade contracts and leases (other than Indebtedness), statutory obligations obligations, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawobligations of a like nature incurred in the ordinary course of business; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, restrictions and other similar charges encumbrances affecting owned or encumbrances on Real Estate, that leased real property which do not secure in any monetary obligation and do not case materially interfere with the Ordinary Course ownership or use of Businessthe owned or leased real property or materially impair the value thereof; (g) Liens securing Indebtedness permitted under Section 5.02(e); provided that (i) such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness, (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the Property being acquired on the date of acquisition and (iii) such Liens attach to such Property concurrently with or within ninety (90) days after the acquisition thereof; (h) normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions, and Liens of a collecting bank arising under Section 4‑210 of the UCC on Payment Items items in the course of collection; and (ji) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection Lien on specific equipment financed with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mIndebtedness described in Section 5.02(h) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement).below

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of the Agent, Issuing Bank or Swingline Lender; (b) Liens in favor of the Term Loan Agent securing the Term Loan Debt that is permitted under Section 9.2.1(cand any Incremental Equivalent Debt (each as defined in the Term Loan Documents on the Third Restatement Date), and Liens in favor of the Agent for any holders of Designated Refinancing Debt, which Liens, in each case, shall at all times be subject to the Intercreditor Agreement; (c) Purchase Money Liens for Taxes not yet due or being Properly Contestedsecuring Permitted Purchase Money Debt and additional Debt permitted under Sections 9.2.1(h) and 9.2.1(i); (d) Liens for Taxes the payment of which is not, at the time, required by Section 9.1.5; (e) statutory (including mechanics’, carriers’, storers’, repairers’, landlords’, employees’, materialmens’ and repairmens’) Liens (other than Liens for Taxes or imposed under ERISAERISA or Canadian Employee Benefits Legislation) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue for a period of more than 30 days or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (ef) Liens incurred or arising under, and/or pledges and deposits made made, in each case in the Ordinary Course of Business to secure (A) the performance of government tenders, bids, contractsleases, contracts (except those relating to payment of Debt), public or statutory obligations (including workers’ compensation, unemployment insurance and other social security legislation), liability to insurance carriers under insurance or self-insurance arrangements, (B) all Debt incurred under Sections 9.2.1(f), (g), (j), (p), (q), (r), (s) and (ff), (C) in favor of the issuer of surety, customs, stay and appeal bonds, performance, performance and completion and return of money bonds, bid bonds and other similar obligations, or arising as long a result of progress payments under government contracts, financial assurances and completion obligations and similar obligations with respect to other regulatory requirements and (D) as security for contested Taxes or import duties or for the payment of rent (in each case of clauses (A) through (D), including Liens to secure letters of credit or bank guarantees that were posted to support such Liens are at all times junior to Agent's Liens and are required or provided by lawobligations); (fg) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) judgment Liens arising by virtue securing judgments not constituting an Event of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are Default under Section 10.1; (i) (i) all Liens and other matters disclosed in existence for less than 20 consecutive days existing mortgagee title insurance policies and any replacement, modification, extension or being Properly Contested, renewal of such Lien and (ii) at all times junior to Agent's Liens; (h) easementsreservations, limitations, provisos and conditions expressed in an original grant from the Crown, minor survey exceptions, minor title defects or irregularities, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, restrictionssewers, covenants or other agreements of recordelectric lines, telegraph and telephone lines, optic fiber and other similar charges purposes, or encumbrances on Real Estate, that zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Debt and which do not secure in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person; (i) Liens that are contractual rights of set-off and pledge (A) relating to the establishment of depository relationships with banks not given in connection with the issuance of Debt for borrowed money, (B) relating to pooled deposit or sweep accounts of an Obligor or any monetary obligation Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business, and do (C) relating to purchase orders and other agreements entered into with customers of an Obligor or any Restricted Subsidiary in the Ordinary Course of Business, (ii) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (iii) Liens over real estate located in Germany which may not interfere be prohibited pursuant to section 1136 of the German Civil Code (BGB), and (iv) Liens arising by operation of law or created in order to comply with applicable law, in particular, any security requested to be created by any creditor of a German Loan Party in connection with (A) a merger of a German Loan Party pursuant to section 22 of the German Reorganization Act (Umwandlungsgesetz) and/or (B) the termination of a domination and profit and loss pooling agreement (Beherrschungs-und Ergebnisabführungsvertrag) pursuant to section 303 of the German Stock Corporation Act (AktG); (k) existing Liens shown on Schedule 9.2.2 or, to the extent not listed in such Schedule, where the aggregate principal amount of obligations secured thereby does not exceed $5,000,000; (l) any interest or title of a lessor, sublessor, licensor or sublicense under any leases, subleases, licenses or sublicenses entered into by an Obligor or any Restricted Subsidiary in the Ordinary Course of Business; (im) normal Liens on insurance policies and the proceeds of insurance in connection with the financing of insurance premiums; (n) Liens encumbering customary rights of setoff upon initial deposits and margin deposits, and similar Liens in favor of depository institutions, the broker thereof attaching to commodity trading accounts and Liens of a collecting bank on Payment Items other brokerage accounts incurred in the course Ordinary Course of collection; andBusiness; (jo) carriers'(i) licenses, warehousemen'ssublicenses, landlord's, mechanics, materialmen's, repairmen's leases or other like Liens arising subleases of property granted to third parties in the Ordinary Course of Business that secure obligations that are not overdue for materially interfering with the business of any Obligor or any Restricted Subsidiary or (ii) rights reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by an Obligor or any Restricted Subsidiary or by a statutory provision to terminate any such lease, license, franchise, grant or permit or to require period of more than 30 days or are being Properly Contestedpayments as a condition to the continuance thereof; (kp) rights of setoff or bankers’ Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such upon deposits of cash in favor of banks or other depository institutions (including, without limitation, any Lien arising by entering into standard banking arrangements (AGB-Banken oder AGB-Sparkassen) in Germany) and Liens are at all times subject to the terms of the Intercreditor Agreementassociated with overdraft protection and netting services; (lq) Liens on goods or other property in the possession of customs authorities in favor of such customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet duegoods or other property; (mr) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject deemed to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; andexist in connection with permitted repurchase obligations or set-off rights; (ns) Liens in favor of Borrower collecting banks arising under Section 4-210 of the UCC or other similar provision of Applicable Law; (t) licenses and sublicenses of Intellectual Property in the Ordinary Course of Business; (u) other Liens not specifically listed above securing Debt or other obligations not to exceed the greater of (x) $50,000,000 and (y) 3.00% of Total Assets at any time such Lien is provided in the aggregate outstanding at any time; provided that if such Debt is incurred by an Obligor and secured by the Current Asset Collateral, such debt shall be either secured on a pari passu basis with the Term Loan Debt and subject to the Intercreditor Agreement, or secured on a junior basis with respect to such Current Asset Collateral pursuant to an intercreditor agreement reasonably satisfactory to the Agent; (v) Liens on Property or Equity Interest of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens were not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens shall be limited to all or part of the same Property (including after acquired property to the extent it would have been subject to a Lien in respect of its consignment interests encumbering its Consigned Inventory the arrangements under which such Liens arose) that secured the obligations to which the original Liens relate (as defined plus improvements on such Property); provided, further, that such Lien (A) in the Revolver Loan Agreementcase of Liens securing Capital Lease Obligations and purchase money Debt, applies solely to the assets securing such Debt immediately prior to the consummation of the related Permitted Acquisition and after acquired property, to the extent required by the documentation governing such Debt (without giving effect to any amendment thereof effected in contemplation of such acquisition or assumption), and the proceeds and products thereof; provided, that individual financings otherwise permitted to be secured hereunder provided by one (1) person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates) and (B) in the case of Liens securing Debt other than Capital Lease Obligations or purchase money Debt, such Liens do not extend to the property of any person other than the person acquired or formed to make such acquisition and the subsidiaries of such person (and the Equity Interests in such person); (w) Liens on Property at the time an Obligor or a Restricted Subsidiary acquired the Property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Lead Borrower or any of the Restricted Subsidiaries; provided, however, that such Liens were not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens shall be limited to all or part of the same Property (including after acquired Property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens arose) that secured the obligations to which the original Lien relate (plus improvements on such property); provided, further, that such Lien (A) in the case of Liens securing Capital Lease Obligations and purchase money Debt, applies solely to the assets securing such Debt immediately prior to the consummation of the related Permitted Acquisition and after acquired property, to the extent required by the documentation governing such Debt (without giving effect to any amendment thereof effected in contemplation of such acquisition or assumption), and the proceeds and products thereof; provided, that individual financings otherwise permitted to be secured hereunder provided by one (1) person (or its affiliates) may be cross collateralized to other such financings provided by such person (or its affiliates) and (B) in the case of Liens securing Debt other than Capital Lease Obligations or purchase money Debt, such Liens do not extend to the property of any person other than the person acquired or formed to make such acquisition and the subsidiaries of such person (and the Equity Interests in such person); (x) Liens securing obligations in respect of letters of credit, bankers’ acceptances, bank guarantees or similar instruments permitted under Section 9.2.1(bb). (y) Liens securing obligations under Hedging Agreements and Cash Management Services permitted by Sections 9.2.1(f) and 9.2.1(p)(i); (z) Liens in favor of the Obligors; (aa) Liens (i) solely on any xxxx xxxxxxx money deposits or Permitted Investments made by an Obligor or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement or otherwise in connection with any escrow arrangements with respect to any Permitted Acquisition or other Permitted Investment and (ii) consisting of an agreement to dispose of any property in a transaction permitted hereunder; (bb) If no Letters of Credit are available hereunder, and solely with the consent of the Agent (not to be unreasonably withheld), Liens on specific items of Inventory or other goods and proceeds of any person securing such Person’s obligations in respect of letters of credit or bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such Inventory or other goods; (cc) Liens arising from precautionary UCC financing statements (or similar filings under the PPSA or other Applicable Law) regarding operating leases or consignment or bailee arrangements; (i) Liens on Equity Interests in joint ventures or Unrestricted Subsidiaries securing obligations of such joint ventures (or of an Obligor or any Restricted Subsidiary for any joint venture partner) or Unrestricted Subsidiaries, and (ii) customary rights of first refusal and tag, drag, put, call and similar rights in joint venture agreements or similar arrangements; (ee) Liens in favor of an Obligor or the Restricted Subsidiaries securing intercompany Debt permitted under Section 9.2.1; (ff) Liens (i) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods, including equipment, entered into in the Ordinary Course of Business and (ii) arising by operation of law under Article 2 of the UCC, the PPSA or other Applicable Law; (gg) ground leases in the Ordinary Course of Business in respect of Real Estate on which facilities owned or leased by an Obligor or any of its Subsidiaries are located; (hh) Liens securing obligations in respect of any Sale and Leaseback Transaction permitted hereunder; (ii) Liens with respect to the assets of a Restricted Subsidiary that is not an Obligor securing Debt of such Restricted Subsidiary incurred in accordance with Section 9.2.1; and (jj) Liens securing any Refinancing Debt, subject to the Refinancing Conditions.

Permitted Liens. CreateFor purposes hereof "PERMITTED LIENS" means (i) liens (including extensions and renewals thereto) upon property (whether real, incurpersonal, assume tangible or suffer intangible) acquired after the Issue Date provided that any such lien shall not extend to exist or cover any Lien upon acquired property or assets other than such item(s) of property or assets and any improvements on such item(s); (ii) any interest or title of a lessor in the property subject to any capitalized lease obligation or operating lease; (iii) liens on property of, or on shares of capital stock or indebtedness of, any person existing at the time such person becomes, or becomes a part of, the Issuer or any subsidiary of the Issuer; provided that such liens do not extend to or cover any property or assets of the Issuer or any subsidiary of the Issuer, other than the property or assets acquired; (iv) liens in favor of the Issuer or any subsidiary of the Issuer; (v) liens securing reimbursement obligations with respect to letters of credit secured by Issuer in the ordinary course of business that encumber cash deposits, documents or other property relating to such letters of credit and the products and proceeds thereof; (vi) liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of products entered into by the Issuer or any of its subsidiaries in the ordinary course of business of the Issuer and its subsidiaries; (vii) liens securing the Issuer's obligations in respect of bankers' acceptances issued or created to facilitate the purchase, shipment or storage of inventory or other products in the ordinary course of business which are limited to the inventory or products related thereto; (viii) licenses, escrows or any security interests arising in the ordinary course of business, granted by the Issuer with respect to any intellectual property owned by the Issuer; (ix) liens encumbering property acquired by the Issuer upon the acquisition of its Propertyanother entity subsequent to the Issue Date; provided, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the abovethat, the following Issuer has agreed to assume the indebtedness of such acquired entity; (collectively, "Permitted Liens"): x) liens securing other indebtedness hereinafter created in an amount (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course aggregate) not to exceed the sum of Business, but only if One Million Five Hundred Thousand Dollars (i$1,500,000) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiaries; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that plus the amount of debt secured therebycredit provided to the Issuer by a bank, finance company or other institutional lender in the ordinary course of the lender's business as senior indebtedness; (xi) liens in existence on the Issue Date; (xii) liens securing assets acquired by the Issuer; provided such liens were in existence prior to the date of such acquisition by the Issuer; and (xiii) purchase money liens on property of the Issuer to finance or secure a portion of the purchase price thereof provided that in each case such lien should be limited to the property so acquired and the property indebtedness secured thereby, shall by the lien does not be increased; and (n) Liens in favor exceed the purchase price of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)property.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers Borrower or their Subsidiariesany Subsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Debt), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers Borrower or their Subsidiariesany Subsidiary, or any Property of Borrowers Borrower or their Subsidiariesany Subsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's ’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedshown on Schedule 10.2.2; (k) Liens securing industrial revenue or pollution control bonds issued by Borrower; provided, however, that (a) the aggregate principal amount of Debt that is permitted under Section 9.2.1(f); provided that secured by such Liens are at all times subject to shall not exceed the terms lesser of cost or fair market value, as determined in good faith by the board of directors or other governing body of Borrower, of the Intercreditor Agreementassets or property so financed, and (b) such Liens shall not encumber any property or assets of Borrower or any Subsidiaries other than the assets or property so financed; (l) Liens incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums in the Ordinary Course of Business; (m) any interest or title of a lessor or sublessor under any lease permitted hereunder; (n) Liens solely on any xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted hereunder; (o) 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; (p) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property not materially detracting from the value of such real property; (q) licenses of patents, trademarks and other intellectual property rights granted by Borrower or any of its Subsidiaries in the Ordinary Course of Business and not interfering in any respect with the ordinary conduct of the business of Borrower or such Subsidiary; (r) Liens incurred in the Ordinary Course of Business on deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of Debt); (s) Liens in favor of customs and revenue authorities arising as a matter of law which and in the Ordinary Course of Business to secure payment of customs duties in connection with the importation of goods; (t) Liens (other than Liens on Collateral) securing the Existing 2023 Senior Secured Notes so long as any such Liens are subject to (x) that certain Collateral Access Agreement, but only dated as of June 20, 2016, between the Agent and U.S. Bank National Association, as collateral agent for the holders of the Non-ABL Secured Obligations (as defined therein), and acknowledged and agreed to by the Borrower, Holdings, AK Tube and AK Properties or (y) any other intercreditor agreement or access agreement in form and substance reasonably acceptable to Agent; (u) Liens securing Refinancing Debt permitted under Section 10.2.1(h), as applicable (to the extent such Liens comply with the applicable Refinancing Conditions); provided, that to the extent the Liens securing the Debt extended, renewed or refinanced by such Refinancing Debt are subject to an intercreditor agreement or access agreement (each, an “Existing Access Agreement”) in favor of the Agent, then such Liens securing such Refinancing Debt shall be subject to an intercreditor agreement or access agreement in form and substance substantially the same as such Existing Access Agreement or otherwise reasonably acceptable to Agent; and (v) other Liens (i) on assets of Borrower or any Guarantor (other than Liens on Collateral) securing Debt in an aggregate principal amount not to exceed at any time outstanding the greater of (x) $975,000,000 and (y) 27.1% of Consolidated Total Assets, so long as any such Liens shall be subject to an intercreditor agreement or access agreement, in form and substance reasonably acceptable to Agent, (ii) on assets not constituting Collateral to the extent securing Debt that is permitted under Section 10.2.1(j) to the extent such Liens were not granted in connection with the applicable Person becoming a Subsidiary, (iii) on assets of any Subsidiary of Borrower which is not an Obligor to the extent such Liens secure amounts not yet due; Debt of such Subsidiary that is permitted under Section 10.2.1 hereof or (miv) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens Equity Interests in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)joint ventures.

Permitted Liens. CreateThe Borrower and the Guarantors will not, incurand will not permit any other Subsidiary to, create, assume or suffer to exist any Lien upon Lien, directly or with respect to indirectly, on any of its Property, whether asset now owned or hereafter acquiredacquired by it, file or authorize except, with respect to the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the aboveCollateral, the following (collectivelyPermitted Encumbrances, "Permitted Liens"):and with respect to assets other than Collateral, other Liens set forth below: (a) Liens existing on the date of this Agreement securing Debt and other obligations outstanding on the Closing Date of this Agreement and disclosed in favor of Agentthe Collateral Disclosure Certificates; (b) Liens securing Debt that is permitted under Section 9.2.1(c)any Lien existing on any specific fixed asset of any corporation or other entity at the time such corporation or other entity becomes a Subsidiary and not created in contemplation of such event; (c) Liens any Lien on any specific fixed asset securing Debt incurred or assumed for Taxes not yet due the purpose of financing all or being Properly Contestedany part of the cost of acquiring or constructing such asset, provided that such Lien attaches to such asset concurrently with or within 18 months after the acquisition or completion of construction thereof; (d) statutory Liens (any Lien on any specific fixed asset of any corporation or other than Liens for Taxes entity existing at the time such corporation or imposed under ERISA) arising other entity is merged or consolidated with or into the Borrower, a Guarantor or another Subsidiary and not created in the Ordinary Course contemplation of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesevent; (e) Liens incurred any Lien existing on any specific fixed asset prior to the acquisition thereof by the Borrower, a Guarantor or deposits made another Subsidiary and not created in the Ordinary Course contemplation of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by lawacquisition; (f) Purchase Money Liens arising in the Ordinary Course of Business that are subject to Lien Waiverson fixed assets permitted under SECTION 5.20(h); (g) Liens arising by virtue of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Lienson the Headquarters Facility securing Approved Headquarters Facility Mortgage Debt; (h) easements, rights-of-way, restrictions, covenants or other agreements Liens on assets of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course Foreign Subsidiaries securing Debt of BusinessForeign Subsidiaries permitted under SECTION 5.20(j); (i) normal and customary rights of setoff upon deposits in favor of depository institutionsLiens imposed by law (including, and Liens of a collecting bank on Payment Items in the course of collection; and (jwithout limitation) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's for taxes or other like Liens arising in the Ordinary Course of Business that secure obligations that are governmental charges not overdue past due for a period of more than 30 days or are being Properly Contestedcontested in good faith by appropriate proceedings, and for which adequate reserves have been established in accordance with GAAP), and Liens incidental to the conduct of its business or the ownership of its assets which (i) do not secure Debt and (ii) do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the operation of its business; (j) any Lien on Margin Stock; (k) Liens securing the Debt any attachment or judgment Lien not constituting an Event of Default under SECTION 6.01 that is permitted under Section 9.2.1(f)being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; provided that such Liens are at all times subject to the terms of the Intercreditor Agreement;and (l) other Liens securing obligations not exceeding $1,000,000 in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goodsaggregate principal amount outstanding at any time; provided, but only however, that immediately after giving effect to the extent such creation, assumption, existence or incurrence of any Liens secure amounts not yet due; (m) existing Liens shown on Schedule 9.2.2 permitted by this SECTION 5.17(l), no Default or Event of Default shall have occurred and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)continuing.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent;ABL Agent to the extent securing the ABL Obligations permitted under Section 10.2.1 and Liens in favor of Term Agent to the extent securing the Term Obligations are permitted under Section 10.2.1. (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Obligor or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens (other than cash deposits) are at all times junior to Agent's Liens and are required or provided by law’s Liens; (f) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Obligor or their SubsidiariesSubsidiary, or any Property of Borrowers an Obligor or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or other like existing Liens arising in the Ordinary Course of Business that secure obligations that are not overdue for a period of more than 30 days or are being Properly Contestedshown on Schedule 10.2.2; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor AgreementReserved; (l) Liens pledges and deposits made in favor the ordinary course of customs business in compliance with workers’ compensation, unemployment insurance and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet dueother social security laws or regulations (other than ERISA); (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, insurance policies and the property secured thereby, shall not be increasedproceeds thereof securing the financing of the premiums with respect thereto; and (n) other Liens that are not included in favor any of Borrower the preceding clauses of this Section, and do not secure Debt in respect excess of its consignment interests encumbering its Consigned Inventory (as defined $6,600,000 in the Revolver Loan Agreement)aggregate at any time.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentLender and Secured Parties; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due overdue by more than 30 days or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, leases, surety and appeal bonds, performance bonds, government tenders, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are and subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 30 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's any interest or other like Liens arising in the Ordinary Course title of Business that secure obligations that are not overdue for a period of more than 30 days lessor or are being Properly Contestedsublessor under any lease; (k) Liens securing pledges and deposits made in the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms ordinary course of the Intercreditor Agreementbusiness in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (l) Liens on assets (other than Accounts) acquired in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goodsPermitted Acquisition, but only to the extent such Liens secure amounts not yet due;securing Debt permitted by Section 10.2.1(f); and (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)10.2.2.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of AgentLender and Secured Parties; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes not yet due delinquent or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due delinquent or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (e) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, contracts, statutory obligations and other similar obligations, as long as such Liens are at all times junior to Agent's Lender’s Liens and are required or provided by law; (f) Liens arising in the Ordinary Course of Business that are and subject to Lien Waivers; (g) Liens arising by virtue of a judgment or judicial order against Borrowers any Borrower or their SubsidiariesSubsidiary, or any Property of Borrowers a Borrower or their SubsidiariesSubsidiary, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Lender’s Liens; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; (i) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (j) carriers'Liens on assets (other than Accounts) acquired in a Permitted Acquisition, warehousemen'ssecuring Debt permitted by Section 10.2.1(f); (k) Liens in cash, landlord'sCash Equivalents and other investment securities securing obligations described in Section 10.2.1(k); (l) Deposits to secure customs duties and the performance of bids, mechanicstenders, materialmen'strade contracts, repairmen's or government contracts, statutory obligations, surety, stay, customs and appeal bonds, performance and other like Liens arising similar obligations, in each case provided in the Ordinary Course of Business that secure obligations that are and not overdue for a period of more than 30 days or are being Properly Contested; (k) Liens securing the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet dueindebtedness for money borrowed; (m) non-exclusive licenses of Intellectual Property granted to third parties in the Ordinary Course of Business and Permitted Exclusive Licenses; (n) deposits with landlords as security in connection with real property leases; (o) precautionary UCC filings in connection with operating leases; (p) escrows and licenses contemplated in or related to Permitted Acquisitions; (q) Liens securing Subordinated Debt so long as such Lien is subject to a subordination agreement in form and substance satisfactory to Lender; and (r) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only 10.2.2 to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; and (n) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Disclosure Letter.

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its Property, whether now owned or hereafter acquired, file or authorize the filing under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing statement (or the equivalent thereof) that names it or any of its Subsidiaries as debtor; sign any security agreement authorizing any secured party thereunder to file such financing statement (or the equivalent thereof) other than, as to all of the above, except the following (collectively, "“Permitted Liens"”): (a) Liens in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c)[reserved]; (c) Purchase Money Liens securing Permitted Purchase Money Debt; (d) Liens for Taxes not yet due and payable or being Properly Contested; (de) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due and payable or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrowers any Borrower or their SubsidiariesSubsidiary; (ef) Liens incurred or deposits of cash made in the Ordinary Course of Business to secure the performance of government tenders, bids, contractsleases, contracts (except those relating to Borrowed Money), statutory obligations obligations, Hedging Agreements, surety and appeal bonds, performance bonds and other similar obligations, as long as such Liens are at all times junior to Agent's Liens and are required or provided by law; (fg) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gh) Liens arising by virtue in respect of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property judgments that would not constitute an Event of Borrowers or their Subsidiaries, as long as such Liens are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's LiensDefault hereunder; (hi) easements, rights-of-way, restrictions (including zoning restrictions), covenants or conditions, building code laws, covenants, other agreements of record, encroachments, protrusions and other similar encumbrances and other minor title defects affecting Real Estate, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere in any material respect with the Ordinary Course of BusinessBusiness or impair Agent’s Lien on Real Estate in any material respect, taken as a whole, and any exceptions on the final mortgagee title insurance policy issued in connection with any Mortgage; and such other minor defects of title or survey matters that are disclosed by current surveys that do not materially interfere with the current use of the Real Estate and do not otherwise impair Agent’s Lien on Real Estate in any material respect; (ij) normal and customary rights of setoff upon deposits in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collection; and; (jk) carriers'pledges or deposits of cash in the Ordinary Course of Business in connection with workers’ compensation, warehousemen's, landlord's, mechanics, materialmen's, repairmen's or unemployment insurance and other like social security legislation; (l) Liens securing Debt permitted under Section 10.2.1 that does not exceed in the aggregate $2,000,000 outstanding at any one time; (m) Liens arising in the Ordinary Course of Business that secure obligations that in favor of carriers, landlords, warehousemen, mechanics, materialmen, repairmen, laborers or suppliers or other like Liens arising under Applicable Law in the Ordinary Course of Business which are not overdue for a period of more than 30 60 days or which are being Properly Contested; (kn) Liens securing incurred in favor of insurance companies (or their financing affiliates) in connection with the Debt that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject to financing of insurance premiums in the terms Ordinary Course of the Intercreditor AgreementBusiness; (lo) any interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor or sublessor under any lease not prohibited hereunder; (p) Liens solely on any cxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted hereunder; (q) 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 or to the extent permitted under the Loan Documents; (r) any zoning restrictions or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any Real Estate not materially detracting from the value of such Real Estate; (s) licenses of patents, trademarks and other intellectual property rights granted by Borrowers or any of their Subsidiaries in the Ordinary Course of Business and not interfering in any respect with the ordinary conduct of the business of Borrowers or such Subsidiary; (t) Liens incurred in the Ordinary Course of Business on deposits made in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of Borrowed Money); (u) Liens in favor of customs and revenue authorities arising as a matter of law which and in the Ordinary Course of Business to secure payment of customs duties in connection with the importation of goods, but only to the extent such Liens secure amounts not yet due; (mv) [reserved]; (w) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement Liens securing Refinancing Debt; provided, that, any Liens relating to such Refinancing Debt shall only attach to the Property which was subject to the Liens so refinanced, accessions thereto, proceeds or products thereof; (x) Possessory Liens in favor of brokers and dealers arising in connection with the acquisition of disposition of Investments that are not Restricted Investments; provided that such Liens (i) attach only to such Investments and (ii) secure only obligations incurred in the Ordinary Course of Business and arising in connection with the acquisition or disposition of such Investments and not any obligation in connection with margin financing; (y) Liens on property in existence at the time such property subject is acquired pursuant to a Permitted Acquisition or other permitted Investment or on such Liens, but only property of a Subsidiary of an Obligor in existence at the time such Subsidiary is acquired pursuant to the extent a Permitted Acquisition or other permitted Investment; provided that the amount such Liens are not incurred in connection with or in anticipation of debt secured thereby, such Permitted Acquisition or other permitted Investment and the property secured thereby, shall do not be increasedattach to any other assets of any Obligor or any Subsidiary; and (nz) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined licenses, sublicenses, leases or subleases granted to third parties in the Revolver Loan Agreement)Ordinary Course of Business or not materially interfering with the business of the Borrowers or any Subsidiary.