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. 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 (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. 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 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. 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; (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 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 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 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) 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 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 (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 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. 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 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 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. 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 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. 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. 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. 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. 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 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 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 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) 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. 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. 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. 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 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. 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 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 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 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 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) 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 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. 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 30 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'ssecuring Debt permitted by Section 10.2.1(f); (k) existing Liens shown on Schedule 10.2.2; (l) leases, landlord'slicenses, mechanics, materialmen's, repairmen's or other like Liens arising subleases and sublicenses granted to others in the Ordinary Course of Business that secure obligations that are do not overdue for interfere in any material respect with the business of Borrower and its Subsidiaries, taken as a period of more than 30 days or are being Properly Contestedwhole; (km) Liens securing arising from UCC financing statements filed regarding operating leases entered into 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; (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; (o) Liens solely on xxxx xxxxxxx money deposits made by Borrower or any Subsidiary in connection with any letter of intent or purchase agreement not prohibited under this Agreement; (p) Liens securing attachments, but only appeal bonds, judgments and other similar obligations in connection with court proceedings or judgments that do not constitute an Event of Default; (q) any interest or title of a lessor or sublessor and any lender to a lessor or sublessor under any lease or sublease not prohibited by this Agreement, in each case pertaining to assets that are not owned by Borrower or any Subsidiary and to the extent such Liens secure amounts not yet duelease or sublease has been entered into by Borrower or any Subsidiary in the Ordinary Course of Business and covering only the assets so leased; (mr) existing Liens, arising in the Ordinary Course of Business, (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, and (ii) in favor of a financial institution encumbering deposits (including brokers’ Liens, bankers’ Liens, rights of set-off and other similar Liens shown on Schedule 9.2.2 and replacement cash security deposits) that are within the general parameters customary in the banking industry, including with respect to deposit accounts, cash management services, including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services and other similar arrangements of Borrower or any Subsidiary, in each case in the Ordinary Course of Business, and not in respect of any funded debt by such bank or other financial institution to the Borrower); (s) Liens on (other than any Lien imposed by ERISA) consisting of (i) pledges or deposits required in the property Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) deposits to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bid bonds, operating leases, governmental contracts, trade contracts, completion bonds, performance bonds, and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), or to secure letters of credit in respect thereof, or (iii) pledges to secure liability to insurance carriers, in each case, in the Ordinary Course of Business; (t) Liens securing the Term Debt subject to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedIntercreditor Agreement; and (nu) Any other Liens attached to Property other than Collateral that do not secure obligations in aggregate principal amount in excess of $1,000,000; provided, that no Permitted Liens in favor of Borrower in respect third parties (other than statutory or other nonconsensual Permitted Liens) shall attach to Borrower’s or any of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Subsidiaries’ Intellectual Property.

Permitted Liens. CreatePurchaser 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 Acquisition Documents or otherwise arising in favor of Agent; Seller, (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 Seller 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 Seller) 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 Seller 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 Liens in favor of the Intercreditor Agreement; Seller pursuant to a written agreement acceptable to Seller; (lvii) Liens disclosed on Schedule 7.3; and (viii) 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 Capital Source granted pursuant 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 “Security Documents” (as defined in the Revolver Loan Credit Agreement).

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"): The term “PERMITTED LIENS” means: (a) Liens LIENS for taxes, assessments, or similar charges incurred in the ordinary course of business that are not yet due and payable or which are being contested in compliance with the procedures set forth in Section 5.8 hereof; (b) LIENS in favor of Agent; (b) Liens securing Debt that is permitted under Section 9.2.1(c); the SECURED PARTIES; (c) Liens for Taxes not yet due or being Properly Contested; any existing LIENS specifically described on Schedule 1.82 hereof; (d) statutory Liens (any LIEN on specifically allocated money or securities to secure payments under workmen’s compensation, unemployment insurance, social security and other than Liens for Taxes similar LAWS, 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, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations and or appeal bonds, or to secure indemnity, performance or other similar obligationsbonds in the ordinary course of business; (e) purchase money security interests in equipment (and security interests in equipment securing the refinancing of INDEBTEDNESS previously secured by a purchase money security interest therein) not to exceed, as long as together with all purchase money security interests of the SUBSIDIARIES of the BORROWER, in aggregate amount outstanding at any one time the sum of Two Million Dollars ($2,000,000.00), provided that such Liens are at all times junior purchase money security interests do not attach to Agent's Liens any assets other than the specific item(s) of equipment acquired with the proceeds of the loan secured by such purchase money security interests and are required or provided by law; the proceeds thereof; (f) Liens interests of lessors under capital leases; (g) LIENS of carriers, warehousemen, mechanics, materialmen and landlords arising in the Ordinary Course ordinary course of Business that are subject to Lien Waivers; (g) Liens arising business for sums not overdue or sums being diligently contested in good faith 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 appropriate procedures and for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent's Liens; which adequate reserves have been set aside; (h) 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 relating to real property owned or occupied by the BORROWER or its SUBSIDIARIES, in each case not secure any monetary obligation securing INDEBTEDNESS and do not interfere materially interfering with the Ordinary Course conduct of Business; the business of the BORROWER or any of its SUBSIDIARIES; and (i) normal and customary rights of setoff upon deposits subsequently arising LIENS which are expressly approved 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 advance of the Intercreditor Agreement; (l) Liens creation of any such LIENS by the ADMINISTRATIVE AGENT 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)writing.

Permitted Liens. Create, incur, assume (a) Create or suffer to exist (or permit to exist) any Lien upon (1) Accounts, Inventory, Subject Accounts, Dominion Account, or the proceeds thereof, except Permitted Liens described in clauses (i), (iii), (iv), (vii), or (ix) below; (2) any assets of any Subsidiary that is party to any Specified Supplier Agreement or any Subsidiary Inventory Agreement if such Lien secures any obligations of such Subsidiary for Borrowed Money; or (3) any of its Property (other than Accounts or Inventory or the proceeds thereof) at any time when the Payment Conditions are not satisfied, except 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 this clause (or the equivalent thereof3) 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) (A) Liens in favor of AgentAgent and (B) Liens in favor of other providers of Credit Facilities (or their representatives) so long as (1) if such Credit Facilities are secured by any Collateral, then (x) such Liens are subject to an Intercreditor Agreement and (y) Liens on any Collateral must be junior to the Liens on Collateral securing the Obligations, and (2) the aggregate principal amount of all such Debt under such Credit Facilities (including under this Agreement) at any one time outstanding does not exceed $1,500,000,000; (bii) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (ciii) Liens for Taxes not yet due or being Properly Contested; (div) (A) statutory Liens (other than Liens for Taxes or imposed under ERISA) on Collateral arising in the Ordinary Course of Business, but only if (i1) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii2) 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 and (B) statutory Liens on Property (other than Collateral) that could not reasonably be expected to have a Material Adverse Effect; (ev) 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 are, to the extent relating to the Collateral, at all times junior to Agent's Liens and are required or provided by law’s Liens; (fvi) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gvii) (A) Liens on Collateral arising by virtue of a judgment or judicial order against Borrowers or their Subsidiariesany Obligor, or any Property of Borrowers or their Subsidiariesan Obligor, as long as such Liens are (i1) in existence for less than 20 consecutive days or being Properly Contested, and (ii2) at all times junior to Agent's ’s Liens and (B) Liens on Property (other than Collateral) arising by virtue of a judgment or judicial order against any Obligor, or any Property of an Obligor, as long as such Liens, judgment, or judicial order could not reasonably be expected to have a Material Adverse Effect; (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 material 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; (x) other Liens securing obligations that are less than $25,000,000 in the aggregate as long as such Liens could not reasonably be expected to have a Material Adverse Effect; 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; (mxi) existing Liens shown on Schedule 9.2.2 10.2.2 or Liens incurred at a time when the Payment Conditions were satisfied immediately before and replacement Liens on immediately after giving effect to such incurrence, as applicable. (b) Permit any Material Debt (other than Purchase Money Debt) to be secured by any Property of the property Obligors unless (i) with respect to Material Debt that is secured in whole or in part by any Collateral, (A) the Obligors shall have provided Agent at least 30 days written notice prior to such Material Debt becoming so secured and (B) such Material Debt is subject to such Liens, but only to the extent that the amount of debt secured therebyan Intercreditor Agreement, and (ii) with respect to Material Debt that is secured by Property (other than Collateral), (A) the property Obligors shall have provided Agent at least 30 days written notice prior to such Material Debt becoming so secured therebyand (B) if required by Agent in its reasonable discretion, the holders of such Material Debt (or their representatives) shall not have entered into an agreement, in form and substance reasonably satisfactory to Agent, granting Agent access rights to any Collateral that may from time to time come into the possession or control of such holders (or their representatives) or to any location securing such Material Debt where any such Collateral may 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)located from time to 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 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 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; (i) Liens arising under the Existing Subordinated Debt Documents to the extent such Liens are permitted by and subject to the Intercreditor Agreement; 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) 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 its Domestic 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 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), (n) and (o) 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 dueAgent; (m) Liens existing on Property at the time of its acquisition by a Borrower pursuant to a Permitted Acquisition, so long as such Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to are not created in contemplation of such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedAcquisition; and (n) Liens of Citibank, N.A. or any other similar financer on certain Accounts, and certain related assets, owing from CNH Group Account Debtors to Supplier or from a similar vendor to a Borrower as set forth, respectively, in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (either the CNH Supplier Agreement or any similar Vendor Financing Agreement as defined in the Revolver Loan Agreementpermitted pursuant to Section 10.2.6(b).

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 WaiversXxxx Xxxxxxx; (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) Liens created on Qualified SCF Accounts pursuant to Qualified SCF Arrangements; and (r) existing Liens shown on Schedule 9.2.2 and replacement 10.2.2; ; provided that in no event shall Permitted 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) include Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)securing PACE Financing.

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 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, 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 WaiversXxxx Xxxxxxx; (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 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)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 Agentcreated under the Loan Documents; (b) Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Encumbrances; (c) Liens for Taxes existing on the Closing Date; provided that any Lien securing Debt or other obligations in excess of $10,000,000 individually shall only be permitted if set forth on Schedule 10.2.2 and any modifications, replacements, renewals or extensions thereof; provided that (A) such modified, replacement, renewal or extension Lien does not yet due extend to any additional property other than (1) after-acquired property that is affixed or being Properly Contested;incorporated into the property covered by such Lien and (2) proceeds and products thereof, and (B) the obligations secured or benefited by such modified, replacement, renewal or extension Lien are permitted by Section 10.2.1; provided, further that such Liens shall not attach to Priority ABL Collateral. (d) statutory Liens securing Debt permitted under Section 10.2.1(e); provided that (other than A) such Liens for Taxes attach concurrently with or imposed under ERISAwithin 270 days after the acquisition, repair, replacement, construction or improvement (as applicable) 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 Contestedproperty subject to such Liens, and (iiB) such Liens do not materially impair at any time encumber any property other than the value property financed by such Debt except for accessions to such property and the proceeds and the products thereof, and any lease of such property (including accessions thereto) and the proceeds and products thereof and (C) with respect to Capital Lease Obligations; such Liens do not at any time extend to or use cover any assets (except for accessions to or proceeds of such assets) other than the Property or materially impair operation assets subject to such Capital Lease Obligations; provided further that individual financings of the business equipment provided by one lender may be cross collateralized to other financings of Borrowers or their Subsidiariesequipment provided by such lender; (e) Liens incurred leases, licenses, subleases or deposits made sublicenses granted to others (whether or not on an exclusive or non-exclusive basis) that are entered into in the Ordinary Course ordinary course of Business to business or that do not (A) interfere in any material respect with the business of the Obligors, when taken as a whole, or (B) 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 lawany Debt; (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 to secure payment of customs duties in connection with the importation of goods; (g) Liens (A) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (B) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of setoff) and that are within the general parameters customary in the banking industry; (h) Liens (A) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 10.2.4 to be applied against the purchase price for such Investment or otherwise in connection with any escrow arrangements with respect to any such Investment or any Disposition permitted under Section 10.2.4 (including any letter of intent or purchase agreement with respect to such Investment or Disposition), but only (B) consisting of an agreement to dispose of any property in a Disposition permitted under Section 10.2.4 in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or (C) with respect to escrow deposits consisting of the proceeds of Debt (and related interest and fee amounts) otherwise permitted pursuant to Section 10.2.1 in connection with Customary Escrow Provisions financing, and contingent on the consummation of any Investment, Disposition or Distribution permitted by Section 10.2.5, Section 10.2.6 or Section 10.2.7; (i) Liens on property of any Obligor, which Liens secure amounts Debt of such Obligor, in each case permitted under Section 10.2.1; provided, that if such Liens secure obligations related to Debt for borrowed money and attach to the Collateral, the creditor(s) with respect to such Debt shall enter into an intercreditor agreement with Agent, in form and substance reasonably satisfactory to Agent; (j) Liens granted by an Obligor in favor of any other Obligor; (k) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes an Obligor in each case after the date hereof; provided that (A) such Lien was not yet duecreated in contemplation of such acquisition or such Person becoming an Obligor, (B) such Lien does not extend to or cover any other assets or property (other than, with respect to such Person, any replacements of such property or assets and additions and accessions, proceeds and products thereto, after acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require or include, pursuant to their terms at such time, a pledge of after acquired property of such Person, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (C) the Debt secured thereby is permitted under Section 10.2.1(e) or (g); (l) any interest or title of a lessor under leases (other than leases constituting Capital Lease Obligations) entered into by any of the Obligors in the Ordinary Course of Business; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any of the property subject to such Liens, but only to Obligors in the extent that the amount ordinary course of debt secured thereby, and the property secured thereby, shall not be increased; andbusiness; (n) Liens deemed to exist in connection with Investments in repurchase agreements under clause (e) of the definition of the term “Cash Equivalents”; (o) 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; (p) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, (B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Obligor or (C) relating to purchase orders and other agreements entered into with customers of the any Obligor in the Ordinary Course of Business; (q) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale or purchase of goods by any Obligor in the Ordinary Course of Business; (r) 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; (s) Liens that are contractual rights of setoff (A) relating to the establishment of depository relations with banks not given in connection with the incurrence of Debt, (t) ground leases in respect of real property on which facilities owned or leased by any Obligor are located; (u) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; (v) other Liens; provided that at the time of incurrence of the obligations secured thereby (after giving pro forma effect to any such obligations) the aggregate outstanding face amount of obligations secured by Liens existing in reliance on this clause (v) shall not exceed $40,000,000; provided that if such Liens attach to ABL Priority Collateral, the provider of such Debt shall enter into an intercreditor agreement with the Agent in form and substance reasonably satisfactory to Agent; (w) Liens on cash and Cash Equivalents used to satisfy or discharge Debt; provided such satisfaction or discharge is permitted hereunder; (A) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof and (B) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods in the ordinary course of business; (y) Liens on cash or Cash Equivalents securing Swap Obligations in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law; (z) Liens on receivables and related assets incurred in connection with Permitted Receivables Financings; (aa) Liens on equipment of any Obligor granted in the ordinary course of business to such Obligor’s client at which such equipment is located; (bb) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of such Person in the ordinary course of business; (A) Liens on Equity Interests in joint ventures; provided that any such Lien is in favor of Borrower a creditor of such joint venture and such creditor is not an Affiliate of any partner to such joint venture and (B) purchase options, call, and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by any Obligor in respect joint ventures; and (dd) Liens in favor of its consignment interests encumbering its Consigned Inventory (the Existing Credit Facility Agent securing the obligations under the Existing Credit Facility and any extensions, renewals and Permitted Refinancings thereof, so long as defined such Liens are subject to the Existing Credit Facility Intercreditor Agreement. For purposes of determining compliance with this Section 10.2.2, in the Revolver Loan Agreement).event that any Lien meets the criteria of more than one of the categories of Liens described in clauses (a) through

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 hereofFourth Amendment Effective Date and listed on Schedule 10.2.2 hereto (other than Permitted Liens described in clauses (a), (b),(g), (i), (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 Xxxxxxx Subordination Agreement or another Subordination Agreement in form, scope and substance satisfactory to the Agents. Any reference in any of the Loan Agreement)Documents to a Permitted Lien is not intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

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 not delinquent for more than thirty (30) days, 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 (1) is not yet due or not delinquent for more than thirty (30) days, or (2) 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 Permitted Contingent Obligations (specifically, clause (d) thereof) and 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 WaiversLxxx Xxxxxxx; (g) Liens arising by virtue out of a judgment judgments or judicial order awards against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are Person (i) with respect to which such Person shall then be proceeding with an appeal or other proceedings for review; provided that any reserve or other appropriate provision as shall be required in existence for less than 20 consecutive days conformity with GAAP shall have been made therefor or being Properly Contested, and (ii) at all times junior to Agent's Liensthat do not cause, or with the passage of time or notice, would not constitute an Event of Default; (h) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, 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; andDM3\8972795.2 (j) carriers'Liens as set forth in the Senior Notes Documents and subject to the Intercreditor Agreement; (k) Liens on assets acquired in a Permitted Acquisition, warehousemen'ssecuring Indebtedness permitted by Section 10.2.1(g); (l) existing Liens shown on Schedule 10.2.2, landlord'sand if the Indebtedness secured by the same is refinanced with Refinancing Debt, mechanics, materialmen's, repairmen's Liens or any such Refinancing Debt permitted under Section 10.2.1(i); (m) Liens solely on any cash advances or cxxx xxxxxxx money deposits made by Borrower or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted under this Agreement; (n) any Liens or other title exceptions set forth in any of the lender’s title insurance policies insuring the Mortgages and not reasonably objected to by Agent; (o) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, workmen’s compensation or unemployment obligations or other obligations of a like Liens arising nature, Incurred in the Ordinary Course of Business; (p) deposits made in the Ordinary Course of Business that to secure obligations that are not overdue liability for a period of more than 30 days or are being Properly Contestedpremiums to insurance carriers; (kq) Liens in favor of Borrower or a Guarantor; (r) Liens arising from filings of Uniform Commercial Code financing statements or similar documents regarding leases or otherwise for precautionary purposes relating to arrangements not constituting Indebtedness; (s) Liens securing Cash Management Obligations; (t) Liens of Borrower or any Restricted Subsidiary of the Debt Company with respect to obligations in an aggregate principal amount that does not exceed the greater of (x) $20,000,000 and (y) 27.5% of Consolidated Cash Flow for the most recently ended four full fiscal quarters for which internal financial statements are available at any one time outstanding, so long as such Liens on Collateral are at all times junior to Agent’s Liens thereon; (u) any Lien or other restriction on the use of property (including cash) deposited in any Trust Fund, to the extent imposed by law or by the terms of the agreement governing such Trust Fund; (v) leases, subleases, licenses or sublicenses (including licenses or sublicenses of software and other technology or intellectual property) in the Ordinary Course of Business which do not materially interfere with the ordinary conduct of the business of Borrower or any of its Restricted Subsidiaries; (w) Liens on goods or inventory the purchase, shipment or storage price of which is permitted under Section 9.2.1(f)financed by a documentary letter of credit, bank guarantee or bankers’ acceptance in the ordinary course of business and consistent with past practice or industry practices; provided that such Liens are at all times subject Lien secures only obligations in respect of such letter of credit, bank guarantee or banker’s acceptance to the terms of the Intercreditor Agreement;extent permitted under Section 10.2.1; -80- DM3\8972795.2 (lx) Liens in favor of customs and revenue authorities arising as a matter of law which Applicable Law 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 and consistent with past practice or industry practice; (my) existing Liens shown on Schedule 9.2.2 and replacement Liens on securities that are the property subject of repurchase agreements constituting Permitted Investments; (z) Liens on cash or Permitted Investments securing letters of credit and obligations owed to credit card companies permitted by this Agreement in the Ordinary Course of Business and consistent with past practice; (aa) Liens securing insurance premiums financing arrangements; provided that such Liens, but only Liens are limited to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedapplicable unearned insurance premiums; and (nbb) Liens in favor on goods or inventory the purchase, shipment or storage price of Borrower in respect which is financed by a documentary letter of its consignment interests encumbering its Consigned Inventory (as defined credit, bank guarantee or bankers’ acceptance issued or created for the account of the Company or any Subsidiary in the Revolver Loan Agreement)ordinary course of business and consistent with past practice or industry practices.

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%3) 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 Loan Documents 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; Secured Obligations; (f%3) Liens arising in (x) securing obligations under 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 ABL Facility and 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 “Secured Bank Products” (as defined in the Revolver Loan AgreementABL Facility) provided that any Liens on any assets of any Obligor shall be subject to the Intercreditor Agreement and (y) on the Collateral securing Indebtedness permitted under Section 6.1(d)., (p) and (ff) so long as (A) in the case of Debt pursuant to Section 6.1(p) or (ff), at the option of the Borrower, such Liens rank pari passu to the Liens securing the Secured Obligations pursuant to the Intercreditor Agreement and (B) in the case of Permitted Debt Securities incurred pursuant to Section 6.1(d) and, at the option of the Borrower, Debt incurred pursuant to Section 6.1(p) or (ff), such Liens rank junior to the Liens securing the Secured Obligations pursuant to an intercreditor agreement in form reasonably satisfactory to the Administrative Agent; (%3) Purchase Money Liens securing Permitted Purchase Money Debt and Liens securing additional Debt permitted under Sections 6.1(j) and 6.1(k) attaching only to the assets acquired with such Debt; provided that individual equipment, purchase money or capital lease financings provided by one lender (or its Affiliates) may be cross-collateralized to other equipment, purchase money or capital lease financings incurred pursuant to this Agreement and can be provided by such lender (or its Affiliates);

Permitted Liens. CreateThe Borrowers 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 a 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 a 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 on assets of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property Foreign Subsidiaries securing Debt 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 LiensForeign Subsidiaries permitted under SECTION 5.20(i); (h) easementsLiens imposed by law (including, rights-of-way, restrictions, covenants without limitation) for taxes or other agreements of recordgovernmental charges not past due for more than 30 days or being contested in good faith by appropriate proceedings, and other similar charges for which adequate reserves have been established in accordance with GAAP), and Liens incidental to the conduct of its business or encumbrances on Real Estate, that the ownership of its assets which (i) do not secure any monetary obligation Debt and (ii) do not interfere with in the Ordinary Course aggregate materially detract from the value of Businessits assets or materially impair the use thereof in the operation of its business; (i) normal any Lien on Margin Stock; (j) any attachment or judgment Lien not constituting an Event of Default under SECTION 6.01 that is being contested in good faith by appropriate proceedings and customary rights of setoff upon deposits for which adequate reserves have been established in favor of depository institutions, and Liens of a collecting bank on Payment Items in the course of collectionaccordance with GAAP; 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 the Debt obligations not exceeding $2,000,000 in aggregate principal amount outstanding at any time; provided, however, that is permitted under Section 9.2.1(f); provided that such Liens are at all times subject immediately after giving effect to the terms creation, assumption, existence or incurrence of the Intercreditor Agreement; (l) any Liens in favor permitted by this SECTION 5.17(k), no Default or Event of customs Default shall have occurred 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)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 LiensPERMITTED 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 lawLiens; (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 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 (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 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)SCHEDULE 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 Section 9.2.1(cpursuant to Sections 10.2.1(p) and (r)); (ci) 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 no 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 $575,000; provided that such Taxes (and the Liens in respect thereof) are satisfied or are being Properly Contested no 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 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 Subsidiary 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; (i) (x) Liens securing Debt under the First Lien Debt Documents including, without limitation, any Bank Product Debt; andprovided that such Liens are subject to, and have the priority set forth in, the Intercreditor Agreement in all respects and (y) Liens on the assets of any SPE 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 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 on and after the Restatement Date, 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. 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 or pursuant to any Loan Document; (b) Purchase Money Liens securing and Liens on the assets subject to the applicable Capital Leases or Synthetic Debt that is permitted under Section 9.2.1(c)10.2.1; (c) Liens for Taxes not yet due overdue for a period of more than 40 days or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA or Applicable Law relating to Canadian Pension Plans) 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, 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) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that are subject to Lien WaiversBusiness; (g) Liens arising by virtue securing judgments or orders for the payment of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property money not constituting 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 under Section 12.1(g); (h) easements, rights-of-way, restrictions (including zoning restrictions), covenants or other agreements of recordencroachments, protrusions and other similar charges encumbrances affecting Real Estate which, in the aggregate, do not materially detract from the value of the Property of such Person or encumbrances materially interfere with the ordinary conduct of the business of the applicable Person; (i) (i) Liens of a collection bank arising under Section 4-208 of the UCC on Real Estatethe items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the Ordinary Course of Business and not for speculative purposes, (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash, Cash Equivalents and other Investments permitted under Section 10.2.5 on deposit in accounts maintained by Parent or any Subsidiary, in each case under this clause (iii) granted in the Ordinary Course of Business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to cash management services (including, without limitation, operating account arrangements and those involving pooled accounts and netting arrangements); provided that, in the case of this clause (iii), unless such Liens arise by operation of Applicable Law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Debt for Borrowed Money, (iv) possessory Liens in favor of brokers and dealers arising in 109 connection with the acquisition or disposition of Cash Equivalents and other Investments permitted under Section 10.2.5, and (v) Liens or rights of setoff against credit balances with credit card issuers or credit card processors or amounts owing by such credit card issuers or credit card processors in the Ordinary Course of Business, to secure the obligations to such credit card issuers and credit card processors as a result of fees and chargebacks; (j) [Reserved]; (k) (i) good faith eaxxxxx xxxxx xeposits or cash advances made in connection with a Permitted Acquisition or other Investment permitted under Section 10.2.5 or (ii) Liens consisting of an agreement to dispose of any Property in a Permitted Asset Disposition; (l) Liens on property purportedly rented to, or leased by, any Obligor pursuant to a sale and leaseback transaction; provided, that (i) such sale and leaseback transaction is a Permitted Asset Disposition; (ii) such Liens do not encumber any other property of any Obligor, and (iii) such Liens secure any monetary obligation only the Debt incurred in connection with such sale and do not interfere leaseback transaction; (m) UCC or PPSA financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or consignment of goods in the Ordinary Course of Business; (n) Liens on assets (other than Accounts and Inventory of the Obligors) acquired in a Permitted Acquisition or other Investment; provided that (i) normal such Liens existed at the time such property was acquired or such Person became a Subsidiary of Parent, (ii) such Liens were not granted in connection with or in contemplation of the applicable Permitted Acquisition or Investment and customary rights (iii) any Debt of setoff upon any Obligor secured thereby is permitted by Section 10.2.1(f), and (iv) such Liens are not expanded to cover additional property of any Obligor (other than any after-acquired property or proceeds and products thereof); and any renewals, modifications, replacements or extensions thereof, provided that, (w) the property of any Obligor covered thereby is not changed, (x) the amount secured or benefited thereby is not increased except as permitted by Section 10.2.1, (y) the direct or any contingent Obligor with respect thereto is not changed, and (z) any Debt of any Obligor secured or benefited thereby is permitted by Section 10.2.1(f); (o) pledges or deposits in favor the ordinary course of depository institutionsbusiness in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA or Applicable Law relating to Canadian Pension Plans; (p) existing Liens shown on the Closing Date Letter and any renewals, modifications, replacements or extensions thereof, provided that, (i) the property of any Obligor covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as permitted by Section 10.2.1, (iii) the direct or any contingent Obligor with respect thereto is not changed, and (iv) any Debt secured or benefited thereby is permitted by Section 10.2.1; (q) Liens securing Debt permitted under Sections 10.2.1(f) and (t); provided, that such Liens do not attach to Accounts or Inventory of an Obligor or are subject to an intercreditor agreement with Agent, in form and substance reasonably satisfactory to Agent; (r) [Reserved]; (s) Liens constituting non-recourse pledge of the Equity Interests of the IP Subsidiaries securing Debt of the IP Subsidiaries under Section 10.2.1(i); (t) any interest or title of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's lessor or other like Liens arising sublessor under any lease or sublease or a licensee or licensor under any license entered into by an Obligor in the Ordinary Course of Business that secure obligations that or ground leases in respect of Real Estate on which facilities owned or leased by an Obligor are not overdue for a period of more than 30 days or are being Properly Contestedlocated; (ku) Liens granted by any Obligor on Equity Interests in any joint venture of such Obligor permitted hereunder securing the Debt that is permitted under Section 9.2.1(f); provided that obligations of such Liens are at all times subject to the terms of the Intercreditor Agreementjoint venture; (lv) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties or taxes in connection with the importation of goods, but only to goods and of bank guaranties issued in connection with the extent such Liens secure amounts not yet dueforegoing; (mw) existing Liens shown on Schedule 9.2.2 arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Obligor in the Ordinary Course of Business; (x) Liens that are customary contractual rights of setoff relating to purchase orders and replacement other agreements entered into with customers of any Obligor in the Ordinary Course of Business; (y) other Liens on so long as the property subject to such Liens, but only to the extent that the aggregate outstanding principal amount of debt the obligations secured thereby, thereby does not exceed $20,000,000 at any time and the property secured thereby, shall such Liens do not be increased; and (n) Liens in favor attach to Accounts or Inventory of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any Obligor.

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 (other than Liens imposed under ERISA or the PBA) not yet due or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA or the PBA) arising in the Ordinary Course of Business, including statutory Liens securing the rights, claims or demands of materialmen, mechanics, carriers, warehousemen, landlords, lessors of property and equipment (other than under any Capital Leases) and other like Persons 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 arising from 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 obligationsobligation, including obligations under or insurance arrangements relating to worker’s compensation, unemployment insurance, social security and other similar laws, surety or appeal bonds, or bonds or deposits to secure indemnity, performance or other similar bonds or retained layers in insurance policies (including fronted, self-insured and deductible layers) or Liens arising as a result of progress payments under government contracts, and as long as such Liens are at all times junior to Agent's ’s Liens and are required or provided by lawon the Collateral; (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 on the Collateral (other than Liens which are bonded or insured to the reasonable satisfaction of Agent); (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 10.2.2; and replacement Liens on \8885650.14 (k) the property subject rights reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Person, or by any statutory provision, to terminate any such Lienslease, but only license, franchise, grant or permit, or to require annual or periodic payments as a condition to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increasedcontinuance thereof; and (nl) other Liens on assets which do not constitute Collateral securing Debt in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)an amount not to exceed $5,000,000 at any one time outstanding.

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 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)cover any assets other than those being refinanced.

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; (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) Liens on the assets of SPE securing the 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 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 Indebtedness), leases, or other similar obligations arising in the ordinary course of business; (n) survey exceptions, encumbrances, easements or reservations of, or rights of other 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; (r) Liens arising from precautionary UCC financing statements regarding operating leases or consignments; (s) Liens on the leasehold improvements to the store located at the Hawthorne Shopping Center in Vernon Hills, Illinois, which Liens shall secure the Debt permitted pursuant to Section 10.2.1(p). (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; and (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 increased; and (n) Liens in favor of Borrower securing Refinancing Debt in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)thereof.

Permitted Liens. Create, incur, assume None of the Credit Parties nor any Restricted Subsidiary of any Credit Party 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, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom other than: (i) to the Uniform Commercial Code extent constituting a Lien, non-exclusive licenses of Intellectual Property (other than to the extent such licenses would restrict the ability of the Credit Party, a Restricted Subsidiary or any Requirement the Administrative Agent to sell or license the subject Intellectual Property or impair the security interests granted to the Administrative Agent) in the ordinary course of Law business not interfering with the business of any jurisdictionCredit Party or its Restricted Subsidiaries; (ii) leases or subleases of real property granted to third parties in the ordinary course of business not interfering with the business of any Credit Party or its Restricted Subsidiaries, so long as any such third party shall have entered into a financing statement non-disturbance agreement in form and substance satisfactory to the Administrative Agent; (iii) 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 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, which are being contested in good faith by appropriate proceedings and as to all which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; (iv) 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; (v) 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 above, the following (collectively, "Permitted Liens"):Credit Party’s or its Restricted Subsidiaries’ real property; (avi) Liens in favor of Agentthe Administrative Agent and the other Secured Parties securing the Obligations; (bvii) Liens securing Debt in existence on the Closing Date and listed on Schedule 7.03; provided that (i) the Lien does not extend to any additional property and (ii) to the extent such amount secured constitutes Indebtedness, such Indebtedness is permitted under by Section 9.2.1(c7.02(d); (cviii) Liens created after the date hereof by conditional sale or other title retention agreements (including Capitalized Leases and pursuant to sale-leaseback transactions permitted by this Agreement) or in connection with purchase money Indebtedness with respect to equipment and fixed assets acquired by any Credit Party or its Restricted Subsidiaries, 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 $8,000,000 outstanding at any one time for Taxes not yet due or being Properly Contested; (d) statutory all such 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 attach only to the assets subject to the terms 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 Intercreditor Agreementpurchase price of the subject assets); (lix) Liens securing judgments 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 Security Documents; (x) Liens in favor of customs and revenue authorities a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry to secure payment usual and customary fees, returned items and other like exposure with respect to such account relating to deposit or securities accounts maintained by Parent, the Borrower or any of customs duties in connection their Restricted Subsidiaries with the importation of goods, but only to the extent such Liens secure amounts not yet duebanking institution; (mxi) existing Liens shown securing Indebtedness permitted pursuant to Section 7.01(c); provided, that (A) in the case of Liens on Schedule 9.2.2 Collateral (other than ABL Priority Liens), such Liens shall be junior in priority to the Liens that secure the Obligations and replacement (B) in the case of any ABL Priority Liens, such Liens may be senior in priority to the Liens securing the Obligations and the Obligations shall be secured by Liens on the property subject applicable ABL Priority Collateral that are pari passu with or junior to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; ABL Priority Liens and (nxii) other Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined not permitted above securing Indebtedness or other obligations not to exceed $2,000,000 in the Revolver Loan Agreement)aggregate at any time outstanding.

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 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 the Obligations; (b) Liens on Collateral to secure any New Secured Notes Debt, any New Secured Convertible Notes Debt, or any Debt incurred in accordance with Section 10.2.1 pursuant to a Permitted Refinancing of the foregoing; provided, that, in each case, such Liens shall rank junior to the Liens securing Debt that is permitted under Section 9.2.1(c)the Obligations, and such Liens, and the holders thereof and secured parties thereunder, shall be subject to the Intercreditor Agreement or any 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 or their Subsidiariesany Borrower any 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 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(g); (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 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'Liens securing Permitted Prior Debt, 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“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 business of Borrower or the terms of the Intercreditor AgreementSubsidiaries, or (ii) secure any Debt; (l) Liens arising from UCC financing statements filed regarding (i) operating leases entered into by an Obligor, 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 any Obligor or any Subsidiary in connection with any letter of intent or purchase agreement not prohibited by this Agreement; (o) Liens arising out of conditional sale, but only 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; (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 any of the Obligors 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 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; (v) Liens securing Permitted Purchase Money Debt or Debt incurred to purchase Equipment under Section 10.2.1(h); 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 10.2.1(d) 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) 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; (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) 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; (z) other Liens incurred in the Ordinary Course of Business to secure Debt or other obligations of any Obligor in an aggregate principal amount at any time outstanding not to exceed the greater of $10,000,0000 and 5% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period incurred in accordance with Section 10.2.1(w); provided, that, (i) such Liens shall rank junior and shall be subordinated to the Liens securing the Obligations, and (ii) such Liens, and the Debt secured thereby (and the holders thereof) shall be subject to an Acceptable Intercreditor Agreement; (aa) Liens (which shall rank junior to the Liens securing the Obligations) upon real or personal property leased in the Ordinary Course of Business under operating leases entered into in accordance with this Agreement by Borrower 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 Borrower 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, but and improvements thereon; (bb) 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, (ii) relating to pooled deposit or sweep accounts of Borrower or any of the Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in accordance with this Agreement in the in the Ordinary Course of Business of Borrower or any of the Subsidiaries, or (iii) relating to purchase orders and other agreements entered into in accordance with this Agreement with customers of any Subsidiary in the Ordinary Course Of Business; (cc) Liens on Cash and Cash Equivalents securing reimbursement obligations under letters of credit permitted hereunder; (dd) Liens securing Mortgage Takeback Debt and M &M Lien Settlement Debt permitted under Section 10.2.1 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; (ee) 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; (ff) Liens on any assets of any Obligor granted to secure Debt owing by it to any other Obligor incurred in accordance with Section 10.2.1(i); (gg) Liens on any assets of any Subsidiary that the amount of debt secured thereby, and the property secured thereby, shall is not be increasedan Obligor granted to secure Debt owing by such Subsidiary to any Obligor incurred in accordance with Section 10.2.1(m); (hh) [reserved]; and (nii) Liens securing Debt permitted under Section 10.2.1(z); For the avoidance of 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) shall rank pari passu with, or senior to, any Lien thereon granted in favor of Borrower in respect the Collateral Agent or otherwise securing any of its consignment interests encumbering its Consigned Inventory the Obligations except to the extent expressly permitted pursuant to this Section 10.2.2 (as defined in effect on the Revolver Loan AgreementClosing 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 except 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 AgentLender; (b) Liens securing Debt for taxes, assessments and governmental charges that is permitted under Section 9.2.1(c)are not yet due; (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 Borrower’s ordinary course of Businessbusiness; (d) Liens existing on the Closing Date and disclosed on Schedule 10.2.2; (e) (x) statutory Liens (other than Liens for taxes, assessments and governmental charges 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 (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of Borrower; and (y) statutory Liens in favor of a landlord, carrier, warehouseman, materialman and/or supplier, but so long as such Person has delivered a Lien Waiver in form and substance satisfactory to Lender; (f) Liens incurred or deposits made in the ordinary course of business to secure the performance of government tenders, bids, contracts (other than for Borrowed Money), statutory obligations and other similar obligations, as long as such Liens are at all times junior to Lender’s Liens and are required or provided by law; (g) Liens arising by virtue of a judgment or judicial order against an Obligor or a Subsidiary, or any Property of an Obligor or a Subsidiary and not constituting an Event of Default, as long as such Liens are (i) being Properly Contested, (ii) subject to a stay of execution pending such appeal or proceedings, (iii) at all times junior to Lender’s Liens; provided that the aggregate amount of all such judgments or awards (and any cash and the fair market value of any property subject to such Liens) does not exceed $500,000 at any time outstanding; and (h) normal and customary rights of setoff upon deposits in favor of depository institutionsinstitutions with which such accounts are maintained, securing amounts owing to such depository institutions with respect to cash management and operating account arrangements, 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. 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); (c) Liens for Taxes not yet due or being Properly Contested; (dc) 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 any Borrower or Subsidiary, and (iii) with respect to any statutory Liens under the California Producer's Liens Law in favor of California sellers of farm products and statutory Liens in favor of California sellers of PACA Commodities and tree and viticultural fruit, the Borrowers or their Subsidiariesare in compliance with Section 10.1.11; (ed) 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 Indebtedness), 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 lawLiens; (fe) Liens arising in the Ordinary Course of Business that are subject to Lien Waivers; (gf) 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 60 consecutive days or being Properly Contested, and (ii) at all times junior to Agent'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) Liens on Property other than Collateral securing Indebtedness permitted pursuant to Section 10.2.1(l)(ii); provided, that if a Lien is granted on any Labeling Equipment owned by a Borrower or Subsidiary, such Borrower shall, or shall cause such Subsidiary to, provide Agent with an Equipment Access Agreement; (k) Liens on Property that constitutes Collateral securing Indebtedness permitted pursuant to Section 10.2.1(l)(ii) so long as such Lien is junior and subordinated, on terms and conditions satisfactory to Agent, to the Liens granted in favor of Agent; (l) Liens of carriers', warehousemen's, landlord'smechanics and materialmen, mechanics, materialmen's, repairmen's or and other like Liens arising in the Ordinary Course ordinary course in respect 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 dueoverdue; (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on farm products purchased by a Borrower or Subsidiary that have been granted by the property subject sellers of such farm products to secured creditors of such seller, provided that such Borrower or Subsidiary has complied with Sections 9.1.28 and 10.1.12 of this Agreement with respect 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) at any time the Parent owns an Equity Interest in a Xxxxxx Company and such Xxxxxx Company is deemed not to be a Subsidiary hereunder, Liens in favor of Borrower in respect Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx on the Equity Interests of its consignment interests encumbering its Consigned Inventory such Xxxxxx Company arising solely from (as defined i) the Xxxxxx Required Sale Provisions or (ii) the provisions set forth in the Revolver Loan last two sentences of Section 3.2 of the Buy-Sell and Option 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 AgentAgent or pursuant to any Loan Document; (b) Purchase Money Liens securing and Liens on the assets subject to the applicable Capital Leases or Synthetic Debt that is permitted under Section 9.2.1(c)10.2.1; (c) Liens for Taxes not yet due overdue for a period of more than 40 days or being Properly Contested; (d) statutory Liens (other than Liens for Taxes or imposed under ERISAERISA or Applicable Law relating to Canadian Pension Plans) 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, 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) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the Ordinary Course of Business that are subject to Lien WaiversBusiness; (g) Liens arising by virtue securing judgments or orders for the payment of a judgment or judicial order against Borrowers or their Subsidiaries, or any Property money not constituting 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 under Section 12.1(g); (h) easements, rights-of-way, restrictions (including zoning restrictions), covenants or other agreements of recordencroachments, protrusions and other similar charges encumbrances affecting Real Estate which, in the aggregate, do not materially detract from the value of the Property of such Person or encumbrances materially interfere with the ordinary conduct of the business of the applicable Person; (i) (i) Liens of a collection bank arising under Section 4-208 of the UCC on Real Estatethe items in the course of collection, (ii) Liens attaching to commodity trading accounts or other commodities brokerage accounts incurred in the Ordinary Course of Business and not for speculative purposes, (iii) bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to accounts and cash, Cash Equivalents and other Investments permitted under Section 10.2.5 on deposit in accounts maintained by Parent or any Subsidiary, in each case under this clause (iii) granted in the Ordinary Course of Business in favor of the banks or other financial or depositary institution with which such accounts are maintained, securing amounts owing to such Person with respect to cash management services (including, without limitation, operating account arrangements and those involving pooled accounts and netting arrangements); provided that, in the case of this clause (iii), unless such Liens arise by operation of Applicable Law, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Debt for Borrowed Money, (iv) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Cash Equivalents and other Investments permitted under Section 10.2.5, and (v) Liens or rights of setoff against credit balances with credit card issuers or credit card processors or amounts owing by such credit card issuers 112 or credit card processors in the Ordinary Course of Business, to secure the obligations to such credit card issuers and credit card processors as a result of fees and chargebacks; (j) [Reserved]; (k) (i) good faith eaxxxxx xxxxx xeposits or cash advances made in connection with a Permitted Acquisition or other Investment permitted under Section 10.2.5 or (ii) Liens consisting of an agreement to dispose of any Property in a Permitted Asset Disposition; (l) Liens on property purportedly rented to, or leased by, any Obligor pursuant to a sale and leaseback transaction; provided, that (i) such sale and leaseback transaction is a Permitted Asset Disposition; (ii) such Liens do not encumber any other property of any Obligor, and (iii) such Liens secure any monetary obligation only the Debt incurred in connection with such sale and do not interfere leaseback transaction; (m) UCC or PPSA financing statements or similar public filings that are filed as a precautionary measure in connection with operating leases or consignment of goods in the Ordinary Course of Business; (n) Liens on assets (other than Accounts and Inventory of the Obligors) acquired in a Permitted Acquisition or other Investment; provided that (i) normal such Liens existed at the time such property was acquired or such Person became a Subsidiary of Parent, (ii) such Liens were not granted in connection with or in contemplation of the applicable Permitted Acquisition or Investment and customary rights (iii) any Debt of setoff upon any Obligor secured thereby is permitted by Section 10.2.1(f), and (iv) such Liens are not expanded to cover additional property of any Obligor (other than any after-acquired property or proceeds and products thereof); and any renewals, modifications, replacements or extensions thereof, provided that, (w) the property of any Obligor covered thereby is not changed, (x) the amount secured or benefited thereby is not increased except as permitted by Section 10.2.1, (y) the direct or any contingent Obligor with respect thereto is not changed, and (z) any Debt of any Obligor secured or benefited thereby is permitted by Section 10.2.1(f); (o) pledges or deposits in favor the ordinary course of depository institutionsbusiness in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA or Applicable Law relating to Canadian Pension Plans; (p) existing Liens shown on the Closing Date Letter and any renewals, modifications, replacements or extensions thereof, provided that, (i) the property of any Obligor covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as permitted by Section 10.2.1, (iii) the direct or any contingent Obligor with respect thereto is not changed, and (iv) any Debt secured or benefited thereby is permitted by Section 10.2.1; (q) Liens securing Debt permitted under Sections 10.2.1(f) and (t); provided, that such Liens do not attach to Accounts or Inventory of an Obligor or are subject to an intercreditor agreement with Agent, in form and substance reasonably satisfactory to Agent; (r) Liens on the Encumbered Real Estate granted to Bank of the West (including its successors and assigns) pursuant to the Permitted Real Estate Debt Documents to secure Parent’s obligations under the Permitted Real Estate Debt; (s) Liens constituting non-recourse pledge of the Equity Interests of the IP Subsidiaries securing Debt of the IP Subsidiaries under Section 10.2.1(i); (t) any interest or title of a collecting bank on Payment Items in the course of collection; and (j) carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's lessor or other like Liens arising sublessor under any lease or sublease or a licensee or licensor under any license entered into by an Obligor in the Ordinary Course of Business that secure obligations that or ground leases in respect of Real Estate on which facilities owned or leased by an Obligor are not overdue for a period of more than 30 days or are being Properly Contestedlocated; (ku) Liens granted by any Obligor on Equity Interests in any joint venture of such Obligor permitted hereunder securing the Debt that is permitted under Section 9.2.1(f); provided that obligations of such Liens are at all times subject to the terms of the Intercreditor Agreementjoint venture; (lv) Liens in favor of customs and revenue authorities arising as a matter of law which to secure payment of customs duties or taxes in connection with the importation of goods, but only to goods and of bank guaranties issued in connection with the extent such Liens secure amounts not yet dueforegoing; (mw) existing Liens shown on Schedule 9.2.2 arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Obligor in the Ordinary Course of Business; (x) Liens that are customary contractual rights of setoff relating to purchase orders and replacement other agreements entered into with customers of any Obligor in the Ordinary Course of Business; (y) other Liens on so long as the property subject to such Liens, but only to the extent that the aggregate outstanding principal amount of debt the obligations secured thereby, thereby does not exceed $50,000,000 at any time and the property secured thereby, shall such Liens do not be increased; and (n) Liens in favor attach to Accounts or Inventory of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any Obligor.

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 $500,000,000 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. CreateAs used herein "Permitted Liens" shall mean (a) Liens securing purchase money indebtedness and capital lease obligations (and refinancings thereof; (b) Liens for ad valorem, incurincome or property taxes or assessments and similar charges that either are not delinquent or are being properly contested; (c) statutory Liens of carriers, assume warehousemen, mechanics suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for sums not yet delinquent or suffer to exist any Lien upon being properly contested; (d) Liens incurred or pledges or deposits made in the ordinary course of business in connection with respect to any workers' compensation, unemployment insurance and other social security legislation, leases, appeal bonds and other obligations 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 like nature incurred by Borrower or any of its Subsidiaries as debtorin the ordinary course of business, and deposits made in the ordinary course of business securing liability to insurance carriers under insurance or self-insurance arrangements; sign any security agreement authorizing any secured party thereunder (e) Liens, deposits or pledges to file secure the performance of bids, tenders, contracts, leases, or other similar obligations arising in the ordinary course of business; (f) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being properly contested; (g) Liens, deposits or pledges in the ordinary course of business to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations and liens, deposits or pledges in the ordinary course of business in lieu of such financing statement 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; (or the equivalent thereof) other than, as to all of the above, the following (collectively, "Permitted Liens"): (ah) 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 collecting or being Properly Contested; (d) statutory Liens (other than Liens for Taxes payor banks having a right of setoff, revocation, refund or imposed under ERISA) arising chargeback with respect to money or instruments of Borrower or any Subsidiary on deposit with or in the Ordinary Course possession of Business, but only if such bank; (i) payment of the obligations secured thereby is not yet due any interest 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 title of a judgment lessor, licensor or judicial order against Borrowers or their Subsidiaries, or any Property of Borrowers or their Subsidiaries, as long as such Liens are (i) sublicensor 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 any lease, license or sublicense; (j) Liens arising from precautionary UCC financing statements regarding operating leases or consignments; and (k) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien referred to in the foregoing clauses, provided that such Liensextension, but only renewal or replacement Lien shall be limited to the extent that the amount all or a part of debt secured thereby, and the property which secured therebythe Lien so extended, 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)renewed or replaced.

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 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 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 borrowed money or other 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, but only ; and (t) other Liens (i) on assets of Borrower or any Guarantor (other than Liens on Inventory or Accounts) securing Debt in an aggregate amount not to exceed $25,000,000 at any time outstanding or (ii) on assets of any Subsidiary of Borrower which is not an Obligor 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 Debt of such Liens, but only to the extent Subsidiary 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)is permitted under Section 10.2.1 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 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) 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 to be incurred pursuant to Section 10.2.1(e) or arising under Section 9.2.1(f); provided that such Liens are at all times subject to the terms Permitted Contingent Obligations of the Intercreditor Agreementtype described in clause (a), (d) and (f) of the definition of such term; (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 on Real Estate securing Debt permitted to the extent such Liens secure amounts not yet duebe incurred pursuant to Section 10.2.1(h); (m) existing Liens shown on Schedule 9.2.2 and replacement Liens on the property subject to such Liens, but only (subordinated to the extent that the amount Liens of debt secured thereby, and the property secured thereby, shall not be increasedAgent) in favor of another Borrower; and (n) Such other Liens as Required Lenders may hereafter approve in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)writing.

Permitted Liens. Create, incur, assume incur or suffer to exist any Lien upon or any of its Property, exceptor 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; Lender and Secured Parties; (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 or Inventory); (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); 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; ; (mn) existing Liens shown on Schedule 9.2.2 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 and (no) Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)Inventory.

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 Purchase Money 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 any Borrower 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; 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 twenty (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 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)9.2.2.

Permitted Liens. Create, incur, assume None of the Credit Parties nor any Restricted Subsidiary of any Credit Party 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, property or assets of any character whether now owned or hereafter acquired, file or authorize upon the filing under income or profits therefrom other than: i. to the Uniform Commercial Code extent constituting a Lien, non-exclusive licenses of Intellectual Property (other than to the extent such licenses would restrict the ability of the Credit Party, a Restricted Subsidiary or any Requirement the Administrative Agent to sell or license the subject Intellectual Property or impair the security interests granted to the Administrative Agent) in the ordinary course of Law business not interfering with the business of any jurisdictionCredit Party or its Restricted Subsidiaries; ii. leases or subleases of real property granted to third parties in the ordinary course of business not interfering with the business of any Credit Party or its Restricted Subsidiaries, so long as any such third party shall have entered into a financing statement (non-disturbance agreement in form and substance satisfactory to the Administrative Agent; iii. 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 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, which are being contested in good faith by appropriate proceedings and as to all which adequate reserves or other appropriate provisions are being maintained in accordance with GAAP; iv. 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; v. 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 above, the following (collectively, "Permitted Liens"):Credit Party’s or its Restricted Subsidiaries’ real property; (a) vi. Liens in favor of Agentthe Administrative Agent and the other Secured Parties securing the Obligations; (b) vii. Liens securing Debt in existence on the Amendment Effective Date and listed on Schedule 7.03; provided 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 Lien does not yet due or is being Properly Contested, extend to any additional property and (ii) to the extent such amount secured constitutes Indebtedness, such Indebtedness is permitted by Section 7.02(d); viii. Liens created after the date hereof by conditional sale or other title retention agreements (including Capitalized Leases and pursuant to sale-leaseback transactions permitted by this Agreement) or in connection with purchase money Indebtedness with respect to equipment and fixed assets acquired by any Credit Party or its Restricted Subsidiaries, 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 $8,000,000 outstanding at any one time for all 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 attach only to the assets subject to the terms 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 Intercreditor Agreementpurchase price of the subject assets); (l) ix. Liens securing judgments 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 Security Documents; x. Liens in favor of customs and revenue authorities a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry to secure payment usual and customary fees, returned items and other like exposure with respect to such account relating to deposit or securities accounts maintained by the Borrowers or any of customs duties their Restricted Subsidiaries with such banking institution; and xi. Liens securing Indebtedness permitted pursuant to Section 7.01(c); provided, that (A) in connection with the importation case of goodsLiens on Collateral (other than Term Loan Priority Liens), but only such Liens shall be junior in priority to the extent Liens that secure the Obligations and (B) in the case of any Term Loan Priority Liens, such Liens secure amounts not yet due; (m) existing may be senior in priority to the Liens shown on Schedule 9.2.2 securing the Obligations and replacement the Obligations shall be secured by Liens on the property subject applicable Term Loan Priority Collateral that are pari passu with or junior to such Liens, but only to the extent that the amount of debt secured thereby, and the property secured thereby, shall not be increased; Term Loan Priority Liens and (n) xii. other Liens in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined not permitted above securing Indebtedness or other obligations not to exceed $2,000,000 in the Revolver Loan Agreement)aggregate at any time outstanding.

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 Convertible Notes Trustee securing the obligations under the Convertible Notes Agreement (in each case, the priority of which shall be as provided in the 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 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 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) 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 that is not subject to a mortgage in favor of the Agent, 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 such Person’s Business that secure obligations that are not overdue for 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), 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 $1,000,000 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 cxxx xxxxxxx money deposits 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;; and (mv) 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 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/E/F Loan AgreementDebt and, in each case, such Debt is permitted under Section 9.2.1(n) or Section 9.2.1(o).

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 any Lien (i) created under the Loan Documents and (ii) on cash or deposits granted in favor of Agentany Swingline Lender or any Issuing Bank hereunder to Cash Collateralize any Defaulting Lender’s participation in Letters of Credit issued, or Swingline Loans made, under this Agreement, as applicable; (b) Purchase Money Liens securing Debt that is permitted under Section 9.2.1(c)Permitted Purchase Money Debt; (c) Liens for Taxes that are not yet due or overdue by more than thirty (30) days or, if more than thirty (30) days overdue, (i) which are being Properly ContestedContested or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse Effect; (d) statutory Liens (other than Liens for Taxes or imposed under ERISA) arising in the Ordinary Course of BusinessBusiness including landlord’s, but only carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the Ordinary Course of Business and securing obligations that are not overdue by more than thirty (30) days or, if more than thirty (30) days overdue, (i) payment of the obligations secured thereby is not yet due or is which are being Properly Contested, and or (ii) such Liens do are subject to a Lien Waiver, or (iii) with respect to which the failure to make payment could not materially impair the value or use of the Property or materially impair operation of the business of Borrowers or their Subsidiariesreasonably be expected to have a Material Adverse Effect; (ei) Liens incurred or pledges or deposits made in the Ordinary Course of Business to secure the performance of government tenders, bids, trade contracts (other than for Borrowed Money), leases (other than Capital Leases), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts, statutory obligations financial assurances and other completion guarantees and similar obligations, including those incurred to secure health, safety and environmental obligations in the Ordinary Course of Business or arising as long as such Liens are at all times junior a result of progress payments under government contracts and (ii) obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to Agent's Liens and are required or provided by lawsupport payment of the items set forth in clause (i) of this Section 10.2.2(e); (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 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 Agent's Liensnot constituting an Event of Default; (h) (i) easements, rights-of-way, restrictions, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation Borrowed money and do not materially interfere with the Ordinary Course of Business and (ii) Liens and other matters disclosed in any mortgagee title policy and any replacement, modification, extension or renewal of such Lien; (i) contractual rights of set-off (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, sweep accounts and netting arrangements of Parent and its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the Ordinary Course of Business, and (C) relating to purchase orders and other agreements entered into with customers of Parent and its Subsidiaries in the Ordinary Course of Business and (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 (including overdraft protection); (j) Liens in favor of a Flooring Lender so long as such Liens do not attach to any assets of a Borrower other than the Inventory floored by such Flooring Lender and the proceeds and products thereto; (k) Liens securing only the Real Estate owned by a Borrower to secure Debt permitted under Section 10.2.1(h); (l) existing Liens shown on Schedule 10.2.2, and any refinancing, modification, replacement, renewal or extension thereof; provided, that the Lien does not extend to any additional property other than after-acquired property that is affixed to or incorporated in the property covered by such Lien and the proceeds and products thereof; (m) Liens on the Equity Interests of Parent which are held by Parent, to the extent such Equity Interests are deemed to be Margin Stock; (n) Liens on the Securitized Contracts of a Securitization Subsidiary and Liens on the assets of a Securitization Subsidiary, in each case, in favor of a Permitted ABS Agent and subject to a Permitted ABS Intercreditor Agreement; (o) Security interests as described in 9-109(a)(3) of the UCC created in connection with sales of accounts, chattel paper, payment intangibles or promissory notes permitted by or not otherwise prohibited by this Agreement or any other Loan Document; (p) any interest or title of a lessor, sublessor, licensor or sublicensee under any leases, subleases, licenses or sublicenses entered into by Parent or any Subsidiary in the Ordinary Course of Business; (q) (i) normal and customary rights leases, subleases, licenses or sublicenses 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 property in the Ordinary Course of Business that secure obligations that are not overdue for or (ii) rights reserved to or vested in any Person by the terms of any lease, license, franchise, grant or permit held by Parent or any Subsidiary or by a period of more than 30 days statutory provision to terminate any such lease, license, franchise, grant or are being Properly Contestedpermit or to require periodic payments as a condition to the continuance thereof; (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; (lr) 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; (s) Liens (i) arising out of conditional sale, but only title retention, consignment or similar arrangements for sale of goods entered into by Parent or the Subsidiaries in the Ordinary Course of Business and (ii) arising by operation of law under Article 2 of the Uniform Commercial Code; (t) Liens on insurance policies and the proceeds thereof securing the financing of Debt permitted pursuant to Section 10.2.1(t)(i); (u) ground leases in the Ordinary Course of Business in respect of Real Estate on which facilities owned or leased by Parent or any Subsidiary are located; (v) Liens securing obligations under Hedging Agreements permitted by Section 10.2.1(o); (w) 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; (x) Liens deemed to exist in connection with permitted repurchase obligations or set-off rights; (y) Liens securing Debt permitted under Section 10.2.1(e); provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such acquisition and such Liens shall be limited to all or part of the same assets (including after acquired property to the extent it would have been subject to a Lien in respect of the arrangements under which such Liens secure amounts not yet duearose) that secured the obligations to which the original Liens relate (plus improvements on such Property); (mz) existing Liens shown securing obligations in respect of letters of credit, banker’s acceptances, bank guarantees or similar instruments permitted under Sections 10.2.1(p), (x) and (z); (aa) Liens (i) solely on Schedule 9.2.2 any xxxx xxxxxxx money deposits or cash equivalents 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 Investment permitted hereunder and replacement (ii) consisting of an agreement to dispose of any property in a transaction permitted hereunder; (bb) 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 increasedarising from precautionary UCC financing statements (or similar filings under Applicable Law) regarding operating leases or consignment or bailee arrangements; and (ncc) other Liens with respect to property or assets of Parent or any of its Subsidiaries; provided that the aggregate principal amount of the Debt or other obligations secured by such Liens does not exceed $50,000,000 at any time outstanding; provided, further, that if such Liens attach to any Collateral included in the Borrowing Base, such Liens will be subject to an intercreditor agreement in form and substance satisfactory to Agent. (dd) Liens on cash collateral (including all interest, dividends, earnings and other proceeds earned thereon) to secure contingent obligations under the Existing BAML Letters of Credit and the Existing BAML Bank Products. (ee) Liens securing Borrowers’ obligations under the HY Notes and HY Note Indentures, in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan each case, subject to a HY Note Subordination 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. 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 Borrower 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 Borrower in accordance with GAAP to the satisfaction of Lender in its Permitted 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 such a result of progress payments under government contracts, (v) purchase money Liens are at all times junior to Agent's Liens and are required or provided by law; (fA) 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 Indebtedness permitted under Section 9.2.1(f7.2(iii); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; , or (lB) 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 purchase by Borrower of goodsequipment in the normal course of business, but only provided that such payables shall not exceed any limits on Indebtedness provided for herein and shall otherwise be Permitted Indebtedness hereunder, (vi) Liens necessary and desirable for the operation of the Borrower's business, provided Lender has consented to such Liens in writing before their creation and existence and the priority of such Liens and the debt secured thereby are both subject and subordinate in all respects to the extent such Liens secure amounts not yet due; securing the Collateral and to the Obligations and all of the rights and remedies of Lender, all in form and substance satisfactory to Lender in its Permitted Discretion; and (mvii) 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 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; (1) 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/E/F Loan AgreementDebt and, in each case, such Debt is permitted under Section 9.2.1(n) or Section 9.2.1(o).

Permitted Liens. Create, incur, assume Create or suffer to exist any Lien upon or with respect to any of its PropertyProperty (whether or not constituting Collateral), 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 Permitted Purchase Money Debt that is or securing Purchase Money Debt Incurred permitted under pursuant to Section 9.2.1(c10.2.1(q); (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 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 Subsidiariesany Subsidiary; (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 Debt), 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 on amounts deposited to secure Skechers’ and its Subsidiaries’ obligations in connection with worker’s compensation or other unemployment insurance; (g) Liens on amounts deposited to secure Skechers’ and its Subsidiaries’ reimbursement obligations incurred in the Ordinary Course of Business that are subject with respect to Lien Waiversperformance, surety, statutory, and appeal bonds; (gh) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, and other similar statutory Liens, incurred in the Ordinary Course of Business and not in connection with Debt, and which Liens either (i) are for sums not yet delinquent, or (ii) are Properly Contested; (i) Liens arising by virtue of a judgment or judicial order or award 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 Liensthat do not constitute an Event of Default under Section 11.1(g); (hj) 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; (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; (jl) carriers'Liens on assets (other than Accounts, warehousemen'sInventory, landlord'sDeposit Accounts or Securities Accounts of any Obligor (or any proceeds of the foregoing)) acquired in a Permitted Acquisition, mechanicssecuring Debt permitted by Section 10.2.1(f); (m) existing Liens shown on Schedule 10.2.2; (n) the interests of lessors under operating leases and licensors under license agreements, (o) licenses (a) on a non-exclusive basis, materialmen'sof patents, repairmen's or trademarks, copyrights, and other like Liens arising intellectual property rights in the Ordinary Course of Business that secure obligations that or (b) on an exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the Ordinary Course of Business so long as either (i) the patents, trademarks, copyrights, and other intellectual property subject to such exclusive license are not overdue for owned by an Obligor or, if owned by an Obligor, the territory with respect to which the exclusive license is granted does not include the United States or a period territory within the United States, or (ii) such exclusive license does not grant a right to use such patents, trademarks, copyrights, and other intellectual property rights in connection with the manufacture, design, distribution or sale of more than 30 days or are being Properly Contestedfootwear of any kind; (kp) Liens 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; (q) 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 definition of the Intercreditor AgreementPermitted Debt; (lr) 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; (s) Liens resulting from the filing of a precautionary UCC-1 financing statements relating solely to operating leases of personal property entered into in the Ordinary Course of Business; (t) Liens solely on any xxxx xxxxxxx money deposits made by Skechers or any of its Subsidiaries in connection with any letter of intent or purchase agreement with respect to a proposed Permitted Acquisition; (u) Liens on Real Property securing Indebtedness permitted pursuant to Section 10.2.1(l) or 10.2.1(q); (v) Liens on assets owned by Foreign Subsidiaries, but only which Liens secure Debt permitted pursuant Section 10.2.1(m) or 10.2.1(q); (w) Liens on patents, trademarks, copyrights, or other Intellectual Property, which Liens arise pursuant to a Permitted Asset Disposition permitted pursuant to clause (r) of the definition of Permitted Assets Dispositions, to the extent such Liens secure amounts patents, trademarks, copyrights, or other Intellectual Property are not yet duenecessary in the conduct of Skechers’ and its Subsidiaries’ business, taken as a whole; (mx) existing other Liens shown on Schedule 9.2.2 which do not secure Debt and replacement Liens on as to which the property subject aggregate amount of the obligations secured thereby does not exceed $100,000; (y) any other Lien securing only Debt permitted pursuant to such Liens, but only Section 10.2.1 or obligations not constituting Debt that is granted when Availability is in excess of 15% of all Revolver Commitments and no Default or Event of Default exists or is caused thereby to the extent Borrowers have delivered to Agent, at least 5 Business Days prior to such grant, copies of all material agreements relating thereto and a certificate, in form and substance satisfactory to Agent in its Permitted Discretion and signed by a Senior Officer, stating that such Lien is permitted to be granted under this Agreement and demonstrating compliance with the amount requirements of debt secured therebythis clause (l); provided that (i) in no event shall Liens be permitted pursuant to this clause (l) that attach to any Obligors’ Accounts, Inventory, Deposit Accounts or Securities Accounts (or any proceeds of the foregoing) without the prior written consent of Agent and Required Lenders in their sole discretion, and (ii) if such Lien attaches to any Collateral, to the property secured therebyextent required by Agent in its Permitted Discretion such Lien is subject to an intercreditor, shall not be increased; and (n) Liens license or access and use agreement in favor of Borrower in respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)form and substance satisfactory to 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 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 Integrated subject to the terms of and limitations set forth in the 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 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 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; (e) 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; (f) Liens arising in the Ordinary Course of Business that are subject to Lien WaiversXxxx Xxxxxxx; (g) 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; (h) easements, rights-of-way, restrictions, covenants or conditions, building code laws, covenants, 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'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 XXXXX; (k) Liens securing Debt permitted under Section 10.2.1(e); (l) 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; (km) 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; (ln) 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; (o) Liens solely on any xxxx xxxxxxx money deposits made in connection with any letter of intent or purchase agreement permitted hereunder; (p) 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; (q) 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; (r) 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; (s) 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); (t) 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; (mu) 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; (v) 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; (w) Possessory Liens in favor of brokers and dealers arising in connection with the acquisition or 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; (x) Liens on property in existence at the time such property subject is acquired pursuant to a Permitted Acquisition or on such Liensproperty of a Subsidiary of an Obligor in existence at the time such Subsidiary is acquired pursuant to a Permitted Acquisition; provided that such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other assets of any Obligor or any Subsidiary; (y) licenses, but only sublicenses, leases or subleases granted to third parties in the extent that Ordinary Course of Business or not materially interfering with the amount business of debt secured thereby, and the property secured thereby, shall not be increasedBorrowers or any Subsidiary; and (nz) Liens a Lien on the Laetitia Property arising from the conservation easement incurred on or about the Second A&R Closing Date, and Agent shall be permitted to subordinate the Lien in favor of Borrower in Agent with respect of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)to such property to such Xxxx permitted hereunder.

Permitted Liens. CreateAffiliated Guarantor and Operating Lessee shall be allowed to create, incur, assume or suffer to exist any Lien upon or otherwise permit the following encumbrances or other liens 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 Property (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; Security Documents as to priority thereof: (li) Liens the liens and security interests created by the Fairmont Loan Documents, (ii) those property specific exceptions to title recorded in favor the real estate records of customs the County and revenue authorities arising contained in Schedule B-1 of the title insurance policy or policies which have been approved by Lender as a matter of law the Execution Date (“Permitted Exceptions”) (iii) liens, if any, for Impositions not yet due and payable or delinquent or which secure payment of customs duties are being diligently contested in connection good faith in accordance with the importation terms and conditions of goodsSection 2.4 of the Mortgage, but only to the extent such Liens secure amounts not yet due; (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 in favor of Borrower liens in respect of its consignment interests encumbering its Consigned Inventory (as defined property or assets imposed by law which were incurred in the Revolver Loan ordinary course of business, such as carriers’, warehousemen’s, landlord’s, mechanic’s, materialmen’s, repairmen’s and other similar liens arising in the ordinary course of business, and liens for workers’ compensation, unemployment insurance and similar programs, in each case arising in the ordinary course of business which are either not yet due and payable or being diligently contested in good faith in accordance with the Mortgage, (v) Leases and the Management Agreement), (vi) easements, rights of way, or restrictions incurred or entered into by Affiliated Guarantor and/or Operating Lessee as applicable in the ordinary course of business, which in each case could not be reasonably expected to have a material adverse effect, do not diminish in any material respect the value of the Property or affect in any material respect the validity, enforceability or priority of the liens created by the Security Documents, (vii) liens securing indebtedness permitted under clause (iii) of the definition of Permitted Debt in Section 10.6, so long as such lien is only in respect of the specific property relating to such obligation and notwithstanding the introductory clause to Section 10.6 to the contrary, is not secured by other portions of the Property, (viii) deposits securing or in lieu of surety, appeal or custom bonds in processing to which Affiliated Guarantor and/or Operating Lessee as applicable is a party, (ix) any judgment lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within thirty (30) days after entry thereof or within thirty (30) days after the expiration of any stay, as applicable in either case provided there is no imminent risk of forfeiture during such thirty (30) day period, and (x) such other title and survey exceptions as Lender has approved or may approve in writing.

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 in favor of the Revolver Loan Agent securing the Revolver Debt that is permitted under Section 9.2.1(c)to the extent such Liens are subject to the Intercreditor Agreement; (c) Purchase Money Liens securing Permitted Purchase Money Debt; (d) Liens for Taxes not yet due overdue or being Properly Contested; (de) inchoate statutory Liens (other than Liens for Priority Payables, 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; (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 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 do not give rise to a Default or an Event of Default hereunder and are (i) in existence for less than 20 consecutive days or being Properly Contested, and (ii) at all times junior to Agent'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) Liens securing Debt permitted by Section 10.2.1(c) so long as such Lien does not cover more than the property subject to such Capital Lease; (l) with respect to any Collateral covered by the UK Security Agreements, any Security (as such term is defined in the UK Security Agreements) arising solely by operation of law or in the ordinary course of trading securing amounts not more than 30 days overdue and not arising as a result of any default or omission of an Obligor or its Subsidiaries; (m) statutory Liens of landlords, carriers', warehousemen's, landlord's, mechanics, materialmen's, repairmen's or materialmen and other like Liens arising imposed by Applicable Law in the Ordinary Course of Business that secure obligations that are for amounts not overdue for a period of more than 30 days yet due or which are being Properly Contested; (kn) pledges and deposits made in the Ordinary Course of Business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (o) any Lien existing on any property or asset (other than Accounts or Inventory in favor of the Revolver Agent) prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that became or becomes a Subsidiary after the Closing Date prior to the time such Person became or becomes a Subsidiary; provided, that (i) such Lien is not created in contemplation of such acquisition or such Person becoming a Subsidiary as the case may be, (ii) such Lien shall not apply to any other property or asset of the Borrower or any Obligor (other than any replacements of such property or assets and additions and accessions thereto, after-acquired property subject to a Lien securing Debt and other obligations incurred prior to such time and which Debt and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender), (iii) such Lien shall secure only those obligations and unused commitments (and to the extent such obligations and commitments constitute Debt, such Debt is permitted hereunder) that it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal amount of the obligations being extended, renewed or replaced (plus any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such extended, renewed or replaced Debt) and premium payable by the terms of such obligations thereon and fees and expenses associated therewith) and (iv) the Debt secured by such Lien is incurred pursuant to and in accordance with the terms of Section 10.2.1(f); (p) Liens securing representing (i) any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by this Agreement, (ii) any Lien or restriction that the Debt that is interest or title of such lessor, licensor, sublessor or sublicensor may be subject to, or (iii) the interest of a licensee, lessee, sublicensee or sublessee arising by virtue of being granted a license or lease permitted by this Agreement, in each case not interfering in any material respect with the ordinary conduct of the business of the Borrowers and the Subsidiaries, taken as a whole; (q) any Lien in connection with debt permitted under Section 9.2.1(f10.2.1(h); provided that such Liens are at all times subject to the terms of the Intercreditor Agreement; (lr) 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; (s) the filing of UCC financing statements solely as a precautionary measure or required notice in connection with operating leases or consignment of goods; (t) Liens not otherwise permitted by this Section10.2.2 to the extent that the aggregate outstanding amount of the obligations secured thereby at any time outstanding does not exceed $500,000; (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) Liens of bailees in the Ordinary Course of Business; (w) utility and similar deposits in the Ordinary Course of Business; (x) non-exclusive licenses and sublicenses granted by a Borrower or any of its Subsidiaries and leases and subleases by a Borrower or any Subsidiary to third parties in the Ordinary Course of Business not interfering with the business of a Borrower or any of its Subsidiaries; and (y) existing Liens shown on Schedule 9.2.2 10.2.2. For purposes of determining compliance with this Section 10.2.2, (x) a Lien need not be incurred solely by reference to one category of Liens described above but may be incurred under any combination of such categories (including in part under one such category and replacement in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Liens on described above, the property subject to Borrowers, in their sole discretion, may classify or may subsequently reclassify at any time such Liens, but only Lien (or any portion thereof) in any manner that complies with this covenant. Notwithstanding anything to the extent that contrary contained in this Agreement or any other Loan Document (including any provision for, reference to, or acknowledgement of, any Lien or Permitted Lien), nothing herein and no approval by the amount Agent or any Lender of debt secured therebyany Lien or Permitted Lien (whether such approval is oral or in writing) shall be construed as or deemed to constitute a subordination by the Agent or such Lender of any security interest or other right, and interest or Lien in or to the property secured thereby, shall not be increased; and (n) Liens Collateral or any part thereof in favor of Borrower in respect any Lien or Permitted Lien or any holder of its consignment interests encumbering its Consigned Inventory (as defined in the Revolver Loan Agreement)any Lien or Permitted Lien.

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 Applicable Agent; (b) Purchase Money Liens securing Permitted Purchase Money Debt that is permitted under Section 9.2.1(c)or any Refinancing Debt with respect thereto; (c) Liens for Taxes that are not yet due delinquent or that are being Properly Contested; (d) statutory Liens (other than (i) Liens for Taxes or imposed under ERISA, and (ii) except for those liens in respect of contribution amounts not yet due or payable to the pension fund, Liens imposed under the Pension Benefits Act (Ontario) or under applicable pension standards legislation of another Canadian jurisdiction) 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 pledges 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 the Applicable Agent's ’s Liens and are required or provided by lawon Collateral; (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 30 consecutive days or being Properly Contested, and (ii) at all times junior to the Applicable Agent's Liens’s Liens on Collateral; (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) the reservations, limitations, provisos and conditions expressed in any original grants from Her Majesty The Queen in Right of Canada of real or immoveable property, which do not materially impair the use of the affected land for the purpose used or intended to be used by such Person; (j) title defects or irregularities that are of a minor nature and that in the aggregate do not materially impair the use of the affected property for the purpose for which it is used by such Person; (k) 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; (jl) 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 securing obligations that are not overdue for a period of more than 30 days delinquent or that are being Properly Contested; (km) Liens securing pledges or deposits 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 Agreement; (l) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties Business in connection with the importation of goodsworkers’ compensation, but only to the extent such Liens secure amounts not yet due;unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; and (mn) existing Liens shown on Schedule 9.2.2 10.2.2 and replacement any renewals or extensions thereof, provided that (i) the Property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor(s) with respect thereto is (are) not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by this Agreement<; and>< (o) ><Liens on the property Term Loan Collateral granted in connection with a Term Loan Facility and any Refinancing Debt in respect thereof (provided that such Liens are 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 Intercreditor Agreement)>.